EQUITY LIFESTYLE PROPERTIES INC 10-K/A

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information we are required to disclose in the reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports. At the time our Original Report on Form 10-K for the year ended December 31, 2022 was filed on February 21, 2023, our Chief Executive Officer and Chief Financial Officer had concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level. Subsequent to that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness in our internal control over financial reporting described in the “Report of Management on Internal Control over Financial Reporting”. In light of the material weakness, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management concluded that the restated financial statements included in this Annual Report on Form 10-K/A present fairly in all material respects our financial position, results of operations and cash flows for each of the periods presented. Changes in Internal Control Over Financial Reporting Other than the item noted below, there were no material changes in our internal control over financial reporting during the year ended December 31, 2022. Report of Management on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. On February 21, 2023, we filed the Original Report on Form 10-K. At the time, our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, had performed an evaluation and concluded that our internal control over financial reporting was effective as of December 31, 2022. In making this assessment, our management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “ Internal Control-Integrated Framework ” (2013 framework). Subsequent to that evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2022 due to a material weakness related to a lack of an effectively designed control activity related to the evaluation of the classification of cash flows pursuant to the predominance 63 principle in ASC 230 associated with the purchase and sale of manufactured homes within the Consolidated Statements of Cash Flows. The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by our independent registered public accounting firm, as stated in its report on page F-[4]. Remediation of Material Weakness In order to remediate the material weakness, during the quarter ended June 30, 2023 we enhanced our control activities related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes within the Consolidated Statement of Cash Flows. We tested the enhanced control activities as of June 30, 2023 and September 30, 2023 and management has concluded, through its testing, that the control is operating effectively and the material weakness was remediated as of September 30, 2023. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 64 PART III Items 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive Compensation The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2023 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have been omitted in accordance with General Instruction G(3) to Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance Under Equity Compensation Plans The following table presents securities authorized for issuance under our equity compensation plans as of December 31, 2022: Plan Category Number of securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) 80,985 $ 54.94 5,231,784 Equity compensation plans not approved by security holders (2) N/A N/A 674,007 Total 80,985 $ 54.94 5,905,791 _____________________ (1) Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “ 2014 Plan ” ). (2) Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under NYSE rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees. The information required by Item 403 of Regulation S-K “Security Ownership of Certain Beneficial Owners and Management” required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 2023 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G(3) to Form 10-K. Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence, and Principal Accounting Fees and Services The information required by Items 13 and 14 will be contained in the Proxy Statement on Schedule 14A for the 2023 Annual Meeting and is therefore incorporated by reference, and thus Items 13 and 14 have been omitted in accordance with General Instruction G(3) to Form 10-K. 65 PART IV Item 15. Exhibits, Financial Statements Schedules 1. Financial Statements See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K/A. 2. Financial Statement Schedule See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K/A. 3. Exhibits: In reviewing the agreements included as exhibits to this Form 10-K/A, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and: • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Form 10-K/A and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov . 3.1 (a) Articles of Amendment and Restatement of Equity LifeStyle Properties, Inc., effective May 15, 2007 3.2 (b) Articles of Amendment of Equity LifeStyle Properties, Inc., effective November 26, 2013 3.3 (c) Articles of Amendment of Equity LifeStyle Properties, Inc., effective May 2, 2019 3.4 (d) Form of Articles Supplementary for Preferred Stock 3.5 (e) Articles of Amendment of Equity LifeStyle Properties, Inc., effective May 4, 2020 3.6 (f) Third Amended and Restated Bylaws, effective as of October 26, 2021 4.1 (g) Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share 4.2 (h) Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 (i) Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996 10.2 (j) Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004 10.3 (k) Second Amendment to the Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership effective as of December 31, 2013 10.4 (h) Third Amendment to the Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership effective as of December 31, 2018 10.5 (l) Equity LifeStyle Properties, Inc. 2014 Equity Incentive Plan effective May 13, 2014 (the "Plan") 10.6 (m) Amended and Restated Equity LifeStyle Properties, Inc. 1997 Non-Qualified Employee Stock Purchase Plan, effective May 10, 2016 10.7 (n) Form of Indemnification Agreement 66 10.8 (o) Third Amended and Restated Credit Agreement, dated as of April 19, 2021, by and among MHC Operating Limited Partnership, as Borrower, Equity LifeStyle Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and each of the Lenders set forth therein 10.10 (o) Third Amended and Restated Guaranty dated as of April 19, 2021 by Equity LifeStyle Properties, Inc. in favor of Wells Fargo Bank, National Association 10.11 (p) Form of Equity Distribution Agreement, dated February 24, 2022, by and among the Company, the Operating Partnership and each of the Sales Agents. 10.12 (q) Consulting Agreement, by and between Roger Maynard and MHC Property Management Limited Partnership, dated February 10, 2022. 10.13 (r) Form of Restricted Share Award Agreement for the Plan 10.14 (r) Form of Option Award Agreement for the Plan 14 * Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated October 27, 2022 21 * Subsidiaries of the Registrant 23 * Consent of Independent Registered Public Accounting Firm 31.1 * Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 31.2 * Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 32.1 * Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 32.2 * Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) The following documents are incorporated by reference. (a) Included as an exhibit to our Report on Form 8-K dated May 22, 2007 (b) Included as an exhibit to our Report on Form 8-K dated November 26, 2013 (c) Included as an exhibit to our Report on Form 8-K dated May 2, 2019 (d) Included as an exhibit to our Report on Form 8-K dated February 19, 2020 (e) Included as an exhibit to our Report on Form 8-K dated April 28, 2020 (f) Included as an exhibit to our Report on Form 8-K dated October 26, 2021 (g) Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014 (h) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2020 (i) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996 (j) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005 (k) Included as an exhibit to our Report on Form 8-K dated January 2, 2014 (l) Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014 (m) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016 (n) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006 (o) Included as an exhibit to our Report on Form 8-K dated April 19, 2021 (p) Included as an exhibit to our Report on Form 8-K dated February 24, 2022 (q) Included as an exhibit to our Report on Form 10-Q dated April 26, 2022 (r) Included as an exhibit to our Report on Form 8-K dated May 13, 2014 * Filed herewith 67 Item 16. Form 10-K Summary None. 68 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation Date: January 22, 2024 By: /s/ M ARGUERITE N ADER Marguerite Nader President and Chief Executive Officer (Principal Executive Officer) Date: January 22, 2024 By: /s/ P AUL S EAVEY Paul Seavey Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: January 22, 2024 By: /s/ V ALERIE H ENRY Valerie Henry Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 69 Equity LifeStyle Properties, Inc.—Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date /s/ M ARGUERITE N ADER President, Chief Executive Officer and Director (Principal Executive Officer) January 22, 2024 Marguerite Nader /s/ P AUL S EAVEY Executive Vice President and Chief Financial Officer (Principal Financial Officer) January 22, 2024 Paul Seavey /s/ V ALERIE H ENRY Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) January 22, 2024 Valerie Henry /s/ T HOMAS H ENEGHAN Chairman of the Board January 22, 2024 Thomas Heneghan /s/ A NDREW B ERKENFIELD Director January 22, 2024 Andrew Berkenfield /s/ D ERRICK B URKS Director January 22, 2024 Derrick Burks /s/ P HILIP C ALIAN Director January 22, 2024 Philip Calian /s/ D AVID C ONTIS Director January 22, 2024 David Contis /s/ C ONSTANCE F REEDMAN Director January 22, 2024 Constance Freedman /s/ S COTT P EPPET Director January 22, 2024 Scott Peppet /s/ S HELI R OSENBERG Director January 22, 2024 Sheli Rosenberg 70 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE EQUITY LIFESTYLE PROPERTIES, INC. Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 6 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 F- 7 Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020 F- 9 Consolidated Statements of Cash Flows (As Restated) for the years ended December 31, 2022, 2021 and 2020 F- 10 Notes to Consolidated Financial Statements F- 12 Schedule III—Real Estate and Accumulated Depreciation S- 1 Note that certain schedules have been omitted, as they are not applicable to us. F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Equity LifeStyle Properties, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Equity LifeStyle Properties, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2023, except for the effect of the material weakness described in the third paragraph as to which the date is January 22, 2024 expressed an adverse opinion thereon. Restatement of 2022, 2021 and 2020 Financial Statements As discussed in Note 3 to the consolidated financial statements, the 2022, 2021 and 2020 consolidated financial statements have been restated to correct a misstatement. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Valuation of Investment in Real Estate Description of the Matter At December 31, 2022, the Company’s net consolidated investment in real estate totaled $5.1 billion. As discussed in Note 2 to the consolidated financial statements, the Company’s investment in real estate is reviewed for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. If an impairment indicator exists related to an investment in real estate that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the excess, if any, of the carrying amount of the asset over its estimated fair value. Auditing the Company’s evaluation of investment in real estate for impairment was complex and highly subjective. The determination of the undiscounted cash flows for properties where impairment indicators have been identified are sensitive to significant assumptions such as rental revenue and expense growth rates, and capitalization rates used to estimate the property’s residual value, all of which can be affected by expectations about future market conditions, customer demand, and competition. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating investment in real estate for impairment, including controls over management’s review of the significant assumptions described above. To test the Company’s process for evaluating investment in real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by the Company to historical operational data of the particular property, current market rates, real estate industry publications, current industry trends and other relevant sources. We also compared the projected net operating income to historical actual results. As part of our evaluation, we assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of certain assumptions to evaluate the changes in the undiscounted cash flows of certain properties that would result from changes in the assumptions used by management. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1996. Chicago, Illinois February 21, 2023, except for the effects of the restatement described in Note 3 to the consolidated financial statements, as to which the date is January 22, 2024 F-3 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Equity LifeStyle Properties, Inc. Opinion on Internal Control Over Financial Reporting We have audited Equity LifeStyle Properties, Inc.’s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness describe below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. In our report dated February 21, 2023, we expressed an unqualified opinion that the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. Management has subsequently identified a deficiency in controls related to a lack of an effectively designed control activity related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230, Statement of Cash Flows, associated with the purchase and sale of manufactured homes within the Company’s Consolidated Statements of Cash Flows and has further concluded that such deficiency represented a material weakness as of December 31, 2022. As a result, management has revised its assessment, as presented in the accompanying Report of Management on Internal Control Over Financial Reporting; to conclude that the Company’s internal control over financial reporting was not effective as of December 31, 2022. Accordingly, our present opinion on the effectiveness of internal control over financial reporting as of December 31, 2022, as expressed herein, is different from that expressed in our previous report. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the Company’s lack of an effectively designed control activity related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes in the Consolidated Statements of Cash Flows. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated February 21, 2023, except for the effects of the restatement described in Note 3 to the consolidated financial statements, as to which the date is January 22, 2024, which expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures F-4 that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Chicago, Illinois February 21, 2023, except for the effect of the material weakness described in the third paragraph above, as to which the date is January 22, 2024 F-5 Equity LifeStyle Properties, Inc. Consolidated Balance Sheets (amounts in thousands, except share and per share data) December 31, 2022 December 31, 2021 Assets Investment in real estate: Land $ 2,084,532 $ 2,019,787 Land improvements 4,115,439 3,879,439 Buildings and other depreciable property 1,169,590 1,089,838 7,369,561 6,989,064 Accumulated depreciation ( 2,258,540 ) ( 2,103,774 ) Net investment in real estate 5,111,021 4,885,290 Cash and restricted cash 22,347 123,398 Notes receivable, net 45,356 39,955 Investment in unconsolidated joint ventures 81,404 70,312 Deferred commission expense 50,441 47,349 Other assets, net 181,950 141,567 Total Assets $ 5,492,519 $ 5,307,871 Liabilities and Equity Liabilities: Mortgage notes payable, net $ 2,693,167 $ 2,627,783 Term loan, net 496,817 297,436 Unsecured line of credit 198,000 349,000 Accounts payable and other liabilities 175,148 172,285 Deferred membership revenue 197,743 176,439 Accrued interest payable 11,739 9,293 Rents and other customer payments received in advance and security deposits 122,318 118,696 Distributions payable 80,102 70,768 Total Liabilities 3,975,034 3,821,700 Equity: Stockholders' Equity: Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; none issued and outstanding. — — Common stock, $ 0.01 par value, 600,000,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively; 186,120,298 and 185,640,379 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. 1,916 1,913 Paid-in capital 1,628,618 1,593,362 Distributions in excess of accumulated earnings ( 204,248 ) ( 183,689 ) Accumulated other comprehensive income 19,119 3,524 Total Stockholders’ Equity 1,445,405 1,415,110 Non-controlling interests – Common OP Units 72,080 71,061 Total Equity 1,517,485 1,486,171 Total Liabilities and Equity $ 5,492,519 $ 5,307,871 The accompanying notes are an integral part of the consolidated financial statements. F-6 Equity LifeStyle Properties, Inc. Consolidated Statements of Income and Comprehensive Income (amounts in thousands, except per share data) Years Ended December 31, 2022 2021 2020 Revenues: Rental income $ 1,118,601 $ 1,032,575 $ 923,743 Annual membership subscriptions 63,215 58,251 53,085 Membership upgrade sales 12,958 11,191 9,677 Other income 56,144 50,298 46,008 Gross revenues from home sales, brokered resales and ancillary services 180,179 152,517 75,110 Interest income 7,430 7,016 7,154 Income from other investments, net 8,553 4,555 4,026 Total revenues 1,447,080 1,316,403 1,118,803 Expenses: Property operating and maintenance 443,157 398,983 354,340 Real estate taxes 74,145 72,671 66,120 Membership sales and marketing 20,317 18,668 15,672 Property management 74,083 65,979 57,967 Depreciation and amortization 202,362 188,444 155,131 Cost of home sales, brokered resales and ancillary sales 139,012 120,623 59,656 Home selling expenses and ancillary operating expenses 27,321 23,538 18,500 General and administrative 44,857 39,576 39,276 Casualty-related charges/(recoveries), net — — — Other expenses 8,646 4,241 2,567 Early debt retirement 1,156 2,784 10,786 Interest and related amortization 116,562 108,718 102,771 Total expenses 1,151,618 1,044,225 882,786 Gain/(loss) on sale of real estate and impairment, net — ( 59 ) — Income before equity in income of unconsolidated joint ventures 295,462 272,119 236,017 Equity in income of unconsolidated joint ventures 3,363 3,881 5,399 Consolidated net income 298,825 276,000 241,416 Income allocated to non-controlling interests – Common OP Units ( 14,198 ) ( 13,522 ) ( 13,132 ) Redeemable perpetual preferred stock dividends ( 16 ) ( 16 ) ( 16 ) Net income available for Common Stockholders $ 284,611 $ 262,462 $ 228,268 Consolidated net income $ 298,825 $ 276,000 $ 241,416 Other comprehensive income (loss): Adjustment for fair market value of swap 15,595 3,524 380 Consolidated comprehensive income 314,420 279,524 241,796 Comprehensive income allocated to non-controlling interests – Common OP Units ( 15,005 ) ( 13,692 ) ( 13,154 ) Redeemable perpetual preferred stock dividends ( 16 ) ( 16 ) ( 16 ) Comprehensive income attributable to Common Stockholders $ 299,399 $ 265,816 $ 228,626 The accompanying notes are an integral part of the consolidated financial statements. F-7 Equity LifeStyle Properties, Inc. Consolidated Statements of Income and Comprehensive Income (amounts in thousands, except per share data) Years Ended December 31, 2022 2021 2020 Earnings per Common Share – Basic $ 1.53 $ 1.43 $ 1.26 Earnings per Common Share – Fully Diluted $ 1.53 $ 1.43 $ 1.25 Weighted average Common Shares outstanding – Basic 185,780 182,917 181,828 Weighted average Common Shares outstanding – Fully Diluted 195,255 192,883 192,555 The accompanying notes are an integral part of the consolidated financial statements. F-8 Equity LifeStyle Properties, Inc. Consolidated Statements of Changes In Equity (amounts in thousands) Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non- Controlling Interests – Common OP Units Total Equity Balance as of December 31, 2019 $ 1,812 $ 1,402,696 $ — $ ( 154,318 ) $ ( 380 ) $ 72,078 $ 1,321,888 Cumulative effect of change in accounting principle (ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)) — — — ( 3,875 ) — — ( 3,875 ) Exchange of Common OP Units for Common Stock 1 81 — — — ( 82 ) — Issuance of Common Stock through employee stock purchase plan — 2,026 — — — — 2,026 Compensation expenses related to restricted stock and stock options — 11,527 — — — — 11,527 Repurchase of Common Stock or Common OP Units — ( 3,962 ) — — — — ( 3,962 ) Adjustment for fair market value of swap — ( 300 ) — — — 300 — Adjustment for fair market value of swap — — — — 380 — 380 Consolidated net income — — 16 228,268 — 13,132 241,416 Distributions — — ( 16 ) ( 249,598 ) — ( 14,360 ) ( 263,974 ) Other — ( 671 ) — — — — ( 671 ) Balance as of December 31, 2020 1,813 1,411,397 — ( 179,523 ) — 71,068 1,304,755 Exchange of Common OP Units for Common Stock 16 10,820 — — — ( 10,836 ) — Issuance of OP Units — — — — — 34,005 34,005 Issuance of Common Stock through employee stock purchase plan — 2,224 — — — — 2,224 Issuance of Common Stock 84 140,170 — — — — 140,254 Compensation expenses related to restricted stock and stock options — 10,855 — — — — 10,855 Repurchase of Common Stock or Common OP Units — ( 2,814 ) — — — — ( 2,814 ) Adjustment for Common OP Unitholders in the Operating Partnership — 22,961 — — — ( 22,961 ) — Adjustment for fair market value of swap — — — — 3,524 — 3,524 Consolidated net income — — 16 262,462 — 13,522 276,000 Distributions — — ( 16 ) ( 266,628 ) — ( 13,737 ) ( 280,381 ) Other — ( 2,251 ) — — — — ( 2,251 ) Balance as of December 31, 2021 1,913 1,593,362 — ( 183,689 ) 3,524 71,061 1,486,171 Exchange of Common OP Units for Common Stock — 312 — — — ( 312 ) — Issuance of Common Stock through employee stock purchase plan — 2,743 — — — — 2,743 Issuance of Common Stock 3 28,367 — — — — 28,370 Compensation expenses related to restricted stock and stock options — 10,537 — — — — 10,537 Repurchase of Common Stock or Common OP Units — ( 3,449 ) — — — ( 3,449 ) Adjustment for Common OP Unitholders in the Operating Partnership — ( 2,357 ) — — — 2,357 — Adjustment for fair market value of swap — — — — 15,595 — 15,595 Consolidated net income — — 16 284,611 — 14,198 298,825 Distributions — — ( 16 ) ( 305,170 ) — ( 15,224 ) ( 320,410 ) Other — ( 897 ) — — — — ( 897 ) Balance as of December 31, 2022 $ 1,916 $ 1,628,618 $ — $ ( 204,248 ) $ 19,119 $ 72,080 $ 1,517,485 The accompanying notes are an integral part of the consolidated financial statements. F-9 Equity LifeStyle Properties, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Years Ended December 31, 2022 2021 2020 As Restated As Restated As Restated Cash Flows From Operating Activities: Consolidated net income $ 298,825 $ 276,000 $ 241,416 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Loss on sale of real estate and impairment, net 5,423 59 — Early debt retirement 1,156 2,784 10,786 Depreciation and amortization 207,050 191,432 157,760 Amortization of loan costs 4,839 4,671 3,473 Debt premium amortization ( 181 ) ( 325 ) ( 394 ) Equity in income of unconsolidated joint ventures ( 3,363 ) ( 3,881 ) ( 5,399 ) Distributions of income from unconsolidated joint ventures 4,567 52 95 Proceeds from insurance claims, net ( 42,001 ) ( 875 ) ( 1,697 ) Compensation expense related to incentive plans 8,760 12,694 11,527 Revenue recognized from membership upgrade sales upfront payments ( 12,958 ) ( 11,191 ) ( 9,675 ) Commission expense recognized related to membership sales 4,101 3,779 3,673 Long-term incentive plan compensation — — 1,531 Changes in assets and liabilities: Manufactured homes, net ( 27,419 ) ( 4,963 ) ( 10,280 ) Notes receivable, net ( 4,647 ) ( 4,191 ) ( 1,166 ) Deferred commission expense ( 7,193 ) ( 8,657 ) ( 4,995 ) Other assets, net ( 3,645 ) ( 27,149 ) ( 4,797 ) Accounts payable and other liabilities 5,833 30,009 3,386 Deferred membership revenue 33,946 36,935 22,954 Rents and other customer payments received in advance and security deposits 2,721 11,844 ( 786 ) Net cash provided by operating activities 475,814 509,027 417,412 Cash Flows From Investing Activities: Real estate acquisitions, net ( 140,013 ) ( 537,896 ) ( 239,067 ) Business acquisitions — ( 41,769 ) — Proceeds from disposition of properties, net — ( 7 ) — Investment in unconsolidated joint ventures ( 26,407 ) ( 49,695 ) — Distributions of capital from unconsolidated joint ventures 17,018 3,154 5,648 Proceeds from insurance claims, net ( 3,388 ) 2,048 122 Capital improvements ( 249,277 ) ( 204,265 ) ( 167,957 ) Net cash used in investing activities ( 402,067 ) ( 828,430 ) ( 401,254 ) Cash Flows From Financing Activities: Proceeds from stock options and employee stock purchase plan 2,743 2,224 2,027 Gross proceeds from the issuance of common stock 28,370 140,254 — Distributions: Common Stockholders ( 296,147 ) ( 261,748 ) ( 242,948 ) Common OP Unitholders ( 14,798 ) ( 13,953 ) ( 13,983 ) Preferred Stockholders ( 16 ) ( 16 ) ( 16 ) Share based award tax withholding payments ( 3,449 ) ( 2,814 ) ( 3,962 ) Principal payments and mortgage debt repayment ( 135,781 ) ( 128,738 ) ( 468,278 ) Mortgage notes payable financing proceeds 200,000 270,016 662,309 Term loan proceeds 200,000 600,000 — Term loan repayment — ( 300,000 ) — Line of Credit repayment ( 557,000 ) ( 432,500 ) ( 390,500 ) Line of Credit proceeds 406,000 559,500 452,500 Debt issuance and defeasance costs ( 3,825 ) ( 11,233 ) ( 17,434 ) Other ( 895 ) ( 2,251 ) ( 673 ) Net cash (used in) provided by financing activities ( 174,798 ) 418,741 ( 20,958 ) Net (decrease) increase in cash and restricted cash ( 101,051 ) 99,338 ( 4,800 ) Cash and restricted cash, beginning of year 123,398 24,060 28,860 Cash and restricted cash, end of year $ 22,347 $ 123,398 $ 24,060 The accompanying notes are an integral part of the consolidated financial statements. F-10 Equity LifeStyle Properties, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Years Ended December 31, 2022 2021 2020 As Restated As Restated As Restated Supplemental information: Cash paid for interest, net $ 111,871 $ 104,137 $ 100,686 Cash paid for the purchase of manufactured homes $ 123,522 $ 86,025 $ 49,125 Real estate acquisitions: Investment in real estate $ ( 141,588 ) $ ( 631,541 ) $ ( 248,100 ) Notes receivable, net ( 772 ) — — Other assets, net — ( 4,443 ) ( 153 ) Debt assumed — 39,986 6,873 Deferred membership revenue 315 — Accounts payable and other liabilities 1,131 9,833 174 Rents and other customer payments received in advance and security deposits 901 14,265 2,139 OP Units issued — 34,004 — Real estate acquisitions, net $ ( 140,013 ) $ ( 537,896 ) $ ( 239,067 ) Business acquisitions: Intangibles $ — $ ( 33,250 ) $ — Goodwill — ( 9,586 ) — Other assets, net — ( 933 ) — Accounts payable and other liabilities — 2,000 — Acquisition of business, net $ — $ ( 41,769 ) $ — Real estate dispositions: Investment in real estate $ — $ 52 $ — Loss on sale of real estate, net — ( 59 ) — Real estate dispositions, net $ — $ ( 7 ) $ — The accompanying notes are an integral part of the consolidated financial statements. F-11 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 1— Organization Equity LifeStyle Properties, Inc. (“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our.” We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. We provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We believe we have qualified for taxation as a REIT. To maintain our qualification as a REIT, we must meet certain requirements, which are highly technical and complex. If we fail to qualify as a REIT, we could be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income. Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. We are the general partner of the Operating Partnership and own 95.3 % as of December 31, 2022. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock issued in such equity offerings. The limited partners of the Operating Partnership (the “Common OP Unitholders”) receive an allocation of net income that is based on their respective ownership percentage in the Operating Partnership that is presented on the consolidated financial statements as Non-controlling interests—Common OP Units. As of December 31, 2022, the Non-controlling interests—Common OP Units were 9,265,565 , which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash. The issuance of additional shares of common stock or OP Units would change the respective ownership of the Operating Partnership for the Common OP Unitholders. Since we have elected to be taxed as a REIT for U.S. federal income tax purposes, certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, we have formed taxable REIT subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. (“RSI”) which, along with owning several properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. F-12 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements present the results of operations, financial position and cash flows of ELS, its majority-owned and controlled subsidiaries and variable interest entities (“VIEs”) in which ELS is the primary beneficiary. Intercompany balances and transactions have been eliminated. The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of approximately 95.3 %. The limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. Additionally, we have the power to direct the Operating Partnership's activities and the obligation to absorb its losses or the right to receive its benefits. Accordingly, we are the primary beneficiary, and we have continued to consolidate the Operating Partnership. Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for VIEs in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over the operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. (b) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property and site counts and acreage amounts are unaudited. (c) Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. (d) Investment in Real Estate Investment in real estate is recorded at cost less accumulated depreciation. Direct and indirect costs related to real estate improvement projects are capitalized, including salaries and related benefits of employees who are directly responsible for and spend their time on the execution and supervision of such projects. Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items, such as streets, sidewalks or water mains. Buildings and other depreciable property include capital improvements to clubhouses, laundry facilities, maintenance storage facilities, manufactured homes and furniture, fixtures and equipment. For development and expansion projects, we capitalize direct project costs, such as construction, architectural and legal, as well as, indirect project costs such as interest, real estate taxes and salaries and related benefits of employees who are directly involved in the project. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project, or a portion of the project, is substantially complete and ready for its intended use. Depreciation is computed on a straight-line basis based on the estimated useful lives of the associated real estate assets. Useful Lives (in years) Land and Building Improvements 10 - 30 Manufactured Homes 10 - 25 Furniture, Fixture and Equipment 5 In-place leases Expected term Above and below-market leases Applicable lease term F-13 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) Long-lived assets to be held and used, including our investment in real estate, are evaluated for impairment indicators quarterly or whenever events or changes in circumstances indicate a possible impairment. Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and legal factors. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. If an impairment indicator exists related to a long-lived asset that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value, if any, of the asset. Hurricane Ian made landfall on the west coast of Florida on September 28, 2022. The most significant damage to our properties occurred in or near the Fort Myers area. As a result of the storm event and the damage caused, we wrote down the carrying value of certain assets by approximately $ 5.4 million during the year ended December 31, 2022. The impairment charge recorded was offset by revenue recorded of $ 5.4 million related to the expected insurance recovery related to the loss. Both the impairment charge and the offsetting revenue are included in Gain/(loss) on sale of real estate and impairment, net in the Consolidated Statements of Income and Comprehensive Income. (e) Acquisitions We account for acquisitions of investments in real estate by assessing each acquisition to determine if it meets the definition of a business or if it qualifies as an asset acquisition. We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As most of our real estate acquisitions are concentrated in either a single asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property. In estimating the fair values for purposes of allocating the purchase price, we utilize a number of sources, including independent appraisals or internal valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. We also consider information obtained about each Property as a result of our due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed: Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales based on both quantitative and qualitative data. Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors. Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size. In-place leases – In-place leases are determined through a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease. Above-market assets/below-market liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms. For below-market leases, we also consider remaining initial lease terms plus any renewal periods. Notes receivable – Income approach based on discounted cash flows comparing contractual cash flows at a market rate adjusted based on particular notes' or note holders' down payment, credit score and delinquency status. Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates. F-14 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) (f) Intangibles and Goodwill We record acquired intangible assets at their estimated fair value separate and apart from goodwill. We amortize identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the Property or business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value. The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed in a business combination is recorded as goodwill. Goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. As of December 31, 2022 and 2021, the gross carrying amount of identified intangible assets and goodwill was $ 55.6 million and $ 55.4 million, respectively, which is reported as a component of other assets, net on the Consolidated Balance Sheets. As of both December 31, 2022 and 2021, this amount was comprised of $ 38.0 million of identified intangible assets and $ 17.6 million and $ 17.4 million, respectively, of goodwill. Accumulated amortization of identified intangibles assets was $ 7.7 million and $ 3.3 million as of December 31, 2022 and 2021, respectively. The estimated annual aggregated amortization expense to be recognized over each of the next five years is $ 3.0 million. The weighted average remaining useful life is approximately 14 years. (g) Assets Held for Sale In determining whether to classify a real estate asset held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the real estate asset is probable within one year; (v) we are actively marketing the investment property for sale at a price that is reasonable in relation to its current value and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made. If all of the above criteria are met, we classify the real estate asset as held for sale. When all of the above criteria are met, we discontinue depreciation or amortization of the asset, measure it at the lower of its carrying amount or its fair value less estimated cost to sell and present it separately as an asset held for sale, net on the Consolidated Balance Sheets. We also present the liabilities related to assets held for sale, if any, separately on the Consolidated Balance Sheets. In connection with the held for sale evaluation, if the disposal represents a strategic shift that has, or will have, a major effect on our consolidated financial statements, then the transaction is presented as discontinued operations. (h) Restricted Cash As of December 31, 2022 and 2021, restricted cash consisted of $ 19.7 million and $ 29.3 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes. (i) Fair Value of Financial Instruments We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. The three levels are defined as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of the notes receivable approximates the fair market F-15 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) value as the interest rates are generally comparable to current market rates. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties. The fair market value of mortgage notes payable, the term loan and interest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 10. Borrowing Arrangements and Note 11. Derivative Instruments and Hedging Activities. We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions as disclosed in Note 7. Investment in Real Estate. (j) Deferred Financing Costs, Net Deferred financing costs are being amortized over the terms of the respective loans on a straight-line basis. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Deferred financing costs, net were $ 28.1 million and $ 28.9 million as of December 31, 2022 and 2021, respectively. (k) Allowance for Credit Losses We account for allowance for credit losses under the current expected credit loss ("CECL") impairment model for our financial assets, including receivables from tenants, receivable for annual membership subscriptions, Contracts Receivable and Chattel Loans (See Note 9. Notes Receivable, Net for definition of these terms), and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Our allowance for credit losses was as follows: December 31, (amounts in thousands): 2022 2021 Balance, beginning of year $ 21,049 $ 14,460 Provision for losses 5,242 8,669 Write-offs ( 5,920 ) ( 2,080 ) Balance, end of year $ 20,371 $ 21,049 (l) Revenue Recognition Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. Leases with our customers are accounted for as operating leases. Rental income is accounted for in accordance with the Accounting Standard Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer's stay. We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue as we meet the practical expedient criteria to combine these lease and non-lease components. We assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and because our leases qualify as operating leases, we account for and present rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income. A membership subscription gives the customer the right to a set schedule of usage at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period in which access to Sites at certain Properties are provided. Membership upgrades grant certain additional access rights to the customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years, which is our estimated membership upgrade contract term. Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. Sales from membership subscriptions, upgrades and home sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. F-16 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) (m) Stock Based Compensation Stock-based compensation expense for restricted stock awards with service conditions is measured based on the grant date fair value and recognized on a straight-line basis over the requisite service period of the individual grants. Stock-based compensation expense for restricted stock awards with performance conditions is measured based on the grant date fair value and recognized on a straight-line basis over the performance period of the individual grants, when achieving the performance targets is considered probable. We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary. We also issue stock options by estimating the grant date fair value using the Black-Scholes option-pricing model and recognizing over the vesting period for options that are expected to vest. We estimate forfeitures at the time of grant based on historical experience, updated for changes in facts and circumstances, as appropriate, and in subsequent periods if actual forfeitures differ from those estimates. The expected volatility assumption is calculated based on our historical volatility, which is calculated over a period of time commensurate with the expected term of the options being valued. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on our expectation of dividend payouts. (n) Insurance Recoveries We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our properties. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a gain contingency and will be recognized in the period in which the insurance proceeds are received. During the year ended December 31, 2022, we recognized expenses of approximately $ 40.6 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 40.6 million related to the expected insurance recovery as a result of Hurricane Ian. (o) Non-Controlling Interests The OP Units are exchangeable for shares of common stock on a one -for-one basis at the option of the Common OP Unitholders, which we may, in our discretion, cause the Operating Partnership to settle in cash. The exchange is treated as a capital transaction, which results in an allocation between stockholders' equity and non-controlling interests to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership. Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the shares of common stock held by the common stockholders. Issuance of additional shares of common stock or OP Units would change the percentage ownership of both the Non-controlling interests – Common OP Units and the common stockholders. (p) Income Taxes Due to our structure as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT. As of both December 31, 2022 and 2021, the REIT had a federal net operating loss carryforward of approximately $ 51.7 million. The Company utilized zero and approximately $ 22.4 million of the net operating loss carryforward to offset its tax and distribution requirements for the years ended December 31, 2022 and 2021, respectively. The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid. Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no net tax asset has been recorded as of December 31, 2022 and 2021. F-17 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) In addition, we own certain TRSs, which are subject to federal and state income taxes at regular corporate tax rates. Overall, the TRSs have federal net operating loss carryforwards. Due to the uncertainty regarding the realization of these deferred tax assets, we have maintained a full valuation allowance as of December 31, 2022 and 2021. The REIT remains subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items. We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2018. As of December 31, 2022, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $ 5.0 billion (unaudited) and $ 52.6 million (unaudited), respectively. During the years ended December 31, 2022, 2021 and 2020, our tax treatment of common stock distributions was as follows (unaudited): 2022 2021 2020 Tax status of common stock distributions deemed paid during the year: Ordinary income $ 1.483 $ 1.538 $ 1.234 Long-term capital gains — — 0.006 Non-dividend distributions 0.152 — 0.057 Distributions declared per common stock outstanding $ 1.635 $ 1.538 $ 1.297 The quarterly distribution paid on January 13, 2023 is a split year distribution with $ 0.404990 (unaudited) per share of common stock considered a distribution made in 2022 and $ 0.005010 (unaudited) allocable for 2023 for federal tax purposes. Note 3— Restatement of Previously Issued Consolidated Financial Statements During the quarter ended June 30, 2023, the Company identified and corrected an error related to the classification of cash outflows associated with the purchase of manufactured homes in the Consolidated Statements of Cash Flows. Previously, the Company classified these cash outflows within investing activities in the Consolidated Statements of Cash Flows. Based on the predominance principle in ASC 230-10-45-22 , the Company determined that all of the cash flows associated with the purchase and sale of manufactured homes should be classified within operating activities in the Consolidated Statements of Cash Flows. There was no impact to the Consolidated Statements of Income and Comprehensive Income, Consolidated Balance Sheets, or Consolidated Statements of Changes in Equity for any periods presented. The Company is correcting this misclassification by restating its Consolidated Statements of Cash Flows through this Annual Report on Form 10-K/A. The impact on the line items within the previously reported Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 previously filed in the Annual Report on Form 10-K for the year ended December 31, 2022 are as follows (in thousands): F-18 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 3—Restatement of Previously Issued Consolidated Financial Statements (continued) Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Operating Activities As Reported Adjustment As Restated As Reported Adjustment As Restated As Reported Adjustment As Restated Manufactured homes, net $ — ( 27,419 ) $ ( 27,419 ) $ — ( 4,963 ) $ ( 4,963 ) $ — ( 10,280 ) $ ( 10,280 ) Other assets, net $ 92,458 ( 96,103 ) $ ( 3,645 ) $ 53,913 ( 81,062 ) $ ( 27,149 ) $ 34,048 ( 38,845 ) $ ( 4,797 ) Net cash provided by operating activities $ 599,336 ( 123,522 ) $ 475,814 $ 595,052 ( 86,025 ) $ 509,027 $ 466,537 ( 49,125 ) $ 417,412 Investing Activities Capital improvements $ ( 372,799 ) 123,522 $ ( 249,277 ) $ ( 290,290 ) 86,025 $ ( 204,265 ) $ ( 217,082 ) 49,125 $ ( 167,957 ) Net cash used in investing activities $ ( 525,589 ) 123,522 $ ( 402,067 ) $ ( 914,455 ) 86,025 $ ( 828,430 ) $ ( 450,379 ) 49,125 $ ( 401,254 ) Cash and restricted cash, end of year $ 22,347 — $ 22,347 $ 123,398 — $ 123,398 $ 24,060 — $ 24,060 In addition, capital improvements in our Home Sales and Rental Operations segment shown in Note 18. Reportable Segments and our presentation of capital activity on Schedule III - Real Estate and Accumulated Depreciation have been updated to reflect the restatement to our Consolidated Statements of Cash Flows. Note 4—Leases Lessor Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases , and is recognized over the term of the respective operating lease or the length of a customer's stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our communities. The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases: (amounts in thousands) As of December 31, 2022 2023 $ 108,979 2024 109,666 2025 42,875 2026 23,725 2027 22,329 Thereafter 56,557 Total $ 364,131 Lessee We lease land under non-cancelable operating leases at 10 Properties expiring at various dates between 2028 and 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2032. For the years ended December 31, 2022, 2021 and 2020, total operating lease payments were $ 9.3 million, $ 10.4 million and $ 9.9 million, respectively. F-19 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 4—Leases (continued) The following table presents the operating lease payments for the year ended December 31, 2022, 2021 and 2020: Years Ended December 31, (amounts in thousands) 2022 2021 2020 Fixed lease cost: Ground leases (1) $ 3,601 $ 5,906 $ 5,912 Office and other leases 3,739 3,529 3,243 Variable lease cost: Ground leases (1) 1,938 871 652 Office and other leases — 50 111 Total lease cost $ 9,278 $ 10,356 $ 9,918 __________________ (1) The Westwinds ground leases expired August 31, 2022, for additional information see Part I. Item 1. Financial Statements—Note 17. Commitments and Contingencies. The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of December 31, 2022: (amounts in thousands) Ground Leases Office and Other Leases Total 2023 $ 668 $ 3,770 $ 4,438 2024 675 3,407 4,082 2025 680 3,108 3,788 2026 684 2,612 3,296 2027 689 2,424 3,113 Thereafter 4,525 10,794 15,319 Total undiscounted rental payments 7,921 26,115 34,036 Less imputed interest ( 2,075 ) ( 3,920 ) ( 5,995 ) Total lease liabilities $ 5,846 $ 22,195 $ 28,041 ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 25.9 million and $ 28.0 million, respectively, as of December 31, 2022. The weighted average remaining lease term for our operating leases was nine years and the weighted average incremental borrowing rate was 3.8 % at December 31, 2022. ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 30.3 million and $ 30.7 million, respectively, as of December 31, 2021. The weighted average remaining lease term for our operating leases was seven years and the weighted average incremental borrowing rate was 3.8 % at December 31, 2021. F-20 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 5—Earnings Per Common Share Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year. The following table sets forth the computation of basic and diluted earnings per share of common stock (Common Share), for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (amounts in thousands, except per share data) 2022 2021 2020 Numerators: Net income available to Common Stockholders—Basic $ 284,611 $ 262,462 $ 228,268 Amounts allocated to dilutive securities 14,198 13,522 13,132 Net income available to Common Stockholders—Fully Diluted $ 298,809 $ 275,984 $ 241,400 Denominator: Weighted average Common Shares outstanding—Basic 185,780 182,917 181,828 Effect of dilutive securities: Exchange of Common OP Units for Common Shares 9,289 9,739 10,484 Stock options and restricted stock 186 227 243 Weighted average Common Shares outstanding—Fully Diluted 195,255 192,883 192,555 Earnings per Common Share—Basic: $ 1.53 $ 1.43 $ 1.26 Earnings per Common Share—Fully Diluted: $ 1.53 $ 1.43 $ 1.25 Note 6—Common Stock and Other Equity Related Transactions Increase in Authorized Shares On April 28, 2020, our stockholders approved an amendment to our charter to increase the number of shares of common stock that we are authorized to issue from 400,000,000 to 600,000,000 shares. Equity Offering Program On February 24, 2022, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 500.0 million. Prior to establishing our current ATM program, our prior ATM equity offering program had an aggregate offering price of up to $ 200.0 million. The following table presents the shares that were issued under our prior ATM equity offering programs, during the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (amounts in thousands, except share data) 2022 2021 2020 Shares of common stock sold 328,123 1,660,290 — Weighted average price $ 86.46 $ 84.48 $ — Total gross proceeds $ 28,370 $ 140,254 $ — Commissions paid to sales agents $ 389 $ 1,816 $ — There was no ATM activity under the current ATM equity offering program during the year ended December 31, 2022 and as of December 31, 2022, the full capacity of $ 500.0 million remained available for issuance. F-21 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 6—Common Stock and Other Equity Related Transactions (continued) Employee Stock Purchase Plan On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”). Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $ 250,000 of our common stock. The common stock may be purchased monthly at a price equal to 85 % of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2022, 2021 and 2020, were 37,042 , 32,145 and 31,385 , respectively. As of December 31, 2022, 674,007 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors. Exchanges Subject to certain limitations, Common OP Unitholders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash. Common Stock Activity and Distributions The following table presents the changes in our outstanding common stock (excluding OP Units of 9,265,565 , 9,305,651 and 10,479,194 outstanding at December 31, 2022, 2021 and 2020, respectively): Years Ended December 31, 2022 2021 2020 Shares outstanding at January 1, 185,640,379 182,230,631 182,089,595 Common stock issued through the ATM Equity Offering Program and its predecessor 328,123 1,660,290 — Common stock issued through exchange of OP Units 40,086 1,601,266 12,028 Common stock issued through exercise of options — — — Common stock issued through restricted stock grants 130,600 162,955 151,104 Common stock forfeitures ( 11,881 ) — — Common stock issued through ESPP and Dividend Reinvestment Plan 37,660 32,778 32,099 Common stock repurchased and retired ( 44,669 ) ( 47,541 ) ( 54,195 ) Shares outstanding at December 31, 186,120,298 185,640,379 182,230,631 During the years ended December 31, 2022, 2021 and 2020, shares of common stock were surrendered to satisfy income tax withholding obligations primarily due to the vesting of restricted stock grants at a weighted average price of $ 77.22 , $ 61.50 and $ 73.12 per share, respectively. As of December 31, 2022, 2021 and 2020, ELS' percentage ownership of the Operating Partnership was approximately 95.3 %, 95.2 % and 94.6 %, respectively. The remaining approximately 4.7 %, 4.8 % and 5.4 % as of December 31, 2022, 2021 and 2020, respectively, was owned by the Common OP Unitholders. F-22 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 6—Common Stock and Other Equity Related Transactions (continued) The following regular quarterly distributions have been declared and paid to common stockholders and Common OP Unitholders since January 1, 2020: Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date $ 0.3425 March 31, 2020 March 27, 2020 April 10, 2020 $ 0.3425 June 30, 2020 June 26, 2020 July 10, 2020 $ 0.3425 September 30, 2020 September 25, 2020 October 9, 2020 $ 0.3425 December 31, 2020 December 24, 2020 January 8, 2021 $ 0.3625 March 31, 2021 March 26, 2021 April 9, 2021 $ 0.3625 June 30, 2021 June 25, 2021 July 9, 2021 $ 0.3625 September 30, 2021 September 24, 2021 October 8, 2021 $ 0.3625 December 31, 2021 December 31, 2021 January 14, 2022 $ 0.4100 March 31, 2022 March 25, 2022 April 8, 2022 $ 0.4100 June 30, 2022 June 24, 2022 July 8, 2022 $ 0.4100 September 30, 2022 September 30, 2022 October 14, 2022 $ 0.4100 December 31, 2022 December 30, 2022 January 13, 2023 Note 7—Investment in Real Estate 2022 Acquisitions During the year ended December 31, 2022, we acquired four RV communities and one membership RV community, including Blue Mesa Recreational Ranch, located in Gunnison, Colorado, Pilot Knob, located in Winterhaven, California, Holiday Trav-L-Park Resort, located in Emerald Isle, North Carolina, Oceanside RV Resort, located in Oceanside, California, and Whippoorwill, located in Marmora, New Jersey, containing 1,358 Sites for a combined purchase price of $ 132.8 million. We also acquired three land parcels, containing approximately 170 acres for a combined purchase price of $ 9.5 million. All acquisitions were accounted for as asset acquisitions. 2021 Acquisitions During the year ended December 31, 2021, we acquired four RV communities, including Okeechobee KOA Resort, located in Okeechobee, Florida, Pine Haven, located in Cape May, New Jersey, Hope Valley located in Turner, Oregon and Lake Conroe located in Montgomery, Texas and a portfolio of eleven marinas located in Florida, North Carolina, South Carolina, Kentucky and Ohio, containing 5,961 Sites for a combined purchase price of $ 398.0 million. During the year ended December 31, 2021, we also completed the acquisition of our joint venture partner’s 50 % interest in Voyager RV Resort for total consideration of $ 77.0 million, including mortgage debt assumption of $ 40.0 million. As part of the acquisition, we issued 427,723 Operating Partnership units. During the year ended December 31, 2021, we acquired a parcel of land located in Myrtle Beach, South Carolina for $ 110.8 million. The parcel of land is occupied by a portion of an RV community and contains 813 sites. The RV community, including the ELS parcel, is managed by a tenant pursuant to an existing ground lease. We also acquired three land parcels adjacent to three of our properties for a combined purchase price of $ 37.5 million. During the year ended December 31, 2021, we completed the acquisition of MHVillage/Datacomp for a purchase price of $ 43.0 million. MHVillage is the premier online marketplace dedicated to manufactured home buying and selling. Datacomp provides independent, market-based valuations for manufactured homes in land lease communities. The 2021 acquisitions were accounted for as asset acquisitions except MHVillage/Datacomp which was accounted for as a business combination. F-23 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 7—Investment in Real Estate (continued) 2020 Acquisitions During the year ended December 31, 2020, we acquired one MH community, seven RV communities and one marina, containing 2,772 Sites for a combined purchase price of $ 209.2 million, including: • Dolce Vita at Superstition Mountain, an MH community located in Apache Junction, Arizona, • Meridian RV Resort, an RV community located in Apache Junction, Arizona, • Marina Dunes RV Park, an RV community located in Marina, California, • Marker 1 Marina, a marina located in Dunedin, Florida, • Acorn Campground, an RV community located in Green Creek, New Jersey, • Topsail Sound, an RV community located in Holly Ridge, North Carolina, • Harbor Point, an RV community located in Sneads Ferry, North Carolina and • Leisure World and Trails End, two RV communities located in Weslaco, Texas. During the year ended December 31, 2020, we also completed the acquisition of three development assets, including The Resort at Tranquility Lake, located in Cape Coral, Florida, Bayport, located in Jamaica, Virginia and a development property adjacent to our Voyager joint venture, located in Tuscon, Arizona, for a combined purchase price of $ 23.7 million. We also acquired additional assets, including nine land parcels, for a combined purchase price of $ 15.2 million. All acquisitions were accounted for as asset acquisitions. As a result of these acquisitions, we assumed approximately $ 6.9 million of mortgage debt. The remaining purchase price was funded through new debt financing, our unsecured Line of Credit (“LOC”) and available cash. Fair Value We engaged third-party valuation firms to assist with our purchase price allocation when necessary. The following table summarizes the fair value of the assets acquired and liabilities assumed for the years ended December 31, 2022, 2021 and 2020, which we determined using Level-3 inputs for land and buildings and other depreciable property and Level-2 inputs for the others: Years Ended December 31, (amounts in thousands) 2022 2021 2020 Assets acquired Land $ 64,514 $ 343,614 $ 150,909 Buildings and other depreciable property 71,498 265,182 87,749 Intangible — 33,250 — In-place leases (a) 5,576 22,135 6,821 Goodwill — 9,586 — Manufactured homes (a) — 610 2,621 Net investment in real estate $ 141,588 $ 674,377 $ 248,100 Other assets 772 5,376 153 Total assets acquired $ 142,360 $ 679,753 $ 248,253 Liabilities assumed Mortgage notes payable $ — $ 39,986 $ 6,873 Below-market lease liability (b) — 8,169 — Other liabilities 2,347 17,929 2,313 Total liabilities assumed $ 2,347 $ 66,084 $ 9,186 Net assets acquired $ 140,013 $ 613,669 $ 239,067 _____________________ (a) In-place leases and manufactured homes are included in buildings and other depreciable property on the Consolidated Balance Sheets. (b) Below-market lease liability is included in accounts payable and other liabilities on the Consolidated Balance Sheets. F-24 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 8—Investment in Unconsolidated Joint Ventures During the year ended December 31, 2022, we acquired an 80 % interest in two joint ventures with RVC Outdoor Destinations (“RVC”) for $ 3.5 million. The joint ventures own RV properties under development in Gulf Shores, Alabama and Sandusky, Ohio. We use the equity method of accounting as we have the ability to exercise significant influence over the operating and financial policies of the joint ventures but do not have the ability to control major decisions of the entity. During the year ended December 31, 2022, we acquired a 50 % interest in a joint venture with Kampgrounds of America for a total purchase price of $ 5.1 million. The joint venture owns and operates, through its wholly owned subsidiary, Bald Mountain RV, LLC, a 283 -site RV community located in Hiawassee, Georgia. We also acquired a 50 % equity interest in an entity developing an age-restricted community in Prescott Valley, Arizona for $ 3.1 million. The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically for the years ended December 31, 2022 and 2021, respectively): Investment as of December 31, Income/(Loss) for Years Ended December 31, Investment Location Number of Sites Economic Interest (a) 2022 2021 2022 2021 2020 Meadows Various (2,2) 1,077 50 % $ 158 $ — $ 2,458 $ 2,010 $ 1,879 Lakeshore Florida (3,3) 721 (b) 2,625 2,638 683 568 1,405 Voyager Arizona (1,1) — 33 % (c) 139 141 43 556 1,616 ECHO JV Various — 50 % (d) 2,963 18,136 958 773 499 RVC Various 1,282 80 % (e) 60,323 49,397 ( 587 ) ( 26 ) — Mulberry Farms Arizona 200 50 % 9,902 — ( 169 ) — — Hiawassee KOA JV Georgia 283 50 % 5,294 — ( 23 ) — — 3,563 $ 81,404 $ 70,312 $ 3,363 $ 3,881 $ 5,399 _____________________ (a) The percentages shown approximate our economic interest as of December 31, 2022. Our legal ownership interest may differ. (b) Includes two joint ventures in which we own a 65 % interest in each and the Crosswinds joint venture in which we own a 49 % interest. (c) Voyager joint venture represents a 33 % interest in the utility plant servicing this Property. (d) On December 22, 2022, we completed the acquisition of all manufactured homes held by the ECHO joint venture for a purchase price of $ 10.0 million. (e) Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development. We recognized $ 3.4 million, $ 3.9 million and $ 5.4 million (net of $ 3.9 million, $ 1.1 million and $ 0.7 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively. We received approximately $ 21.6 million, $ 3.2 million and $ 5.7 million in distributions from joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively. Approximately $ 2.2 million, $ 2.9 million and $ 4.8 million of the distributions made to us exceeded our investment basis in joint ventures, and as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively. Note 9— Notes Receivable, Net Notes receivable generally are presented at their outstanding unpaid principal balances, net of any allowances and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. We provide financing for non-refundable upfront payments required for membership upgrades (“Contracts Receivable”). As of December 31, 2022 and 2021, Contracts Receivable, net of allowance, was $ 36.6 million and $ 30.9 million, respectively. Contracts Receivable, as of December 31, 2022, had an average stated interest rate of 15.8 % per annum, a weighted average term remaining of 4.5 years and require monthly payments of principal and interest. In certain cases, we purchase loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as “Chattel Loans”). These loans are secured by the underlying homes sold and require monthly principal and interest payments. As of December 31, 2022 and 2021, we had $ 8.8 million and $ 9.0 million of Chattel Loans, respectively. As of December 31, 2022, the Chattel Loans receivable had an average stated interest rate of approximately 7.6 % per annum and had a weighted average term remaining of approximately 12 years. F-25 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 10—Borrowing Arrangements Mortgage Notes Payable Our mortgage notes payable is classified as Level 2 in the fair value hierarchy as of December 31, 2022 and 2021. The following table presents the fair value of our mortgage notes payable: As of December 31, 2022 As of December 31, 2021 (amounts in thousands) Fair Value Carrying Value Fair Value Carrying Value Mortgage notes payable, excluding deferred financing costs $ 2,043,412 $ 2,718,114 $ 2,743,527 $ 2,654,086 As of December 31, 2022 and 2021, we had outstanding mortgage indebtedness on Properties of approximately $ 2,693.2 million and $ 2,627.8 million, respectively, net of deferred financing costs. The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of December 31, 2022 and December 31, 2021, was approximately 3.7 % and 3.8 % per annum, respectively. The debt bears interest at stated rates ranging from 2.4 % to 8.9 % per annum and matures on various dates ranging from 2023 to 2041. The debt encumbered a total of 114 and 117 of our Properties as of December 31, 2022 and December 31, 2021, respectively, and the gross carrying value of such Properties was approximately $ 2,868.3 million and $ 2,817.5 million, as of December 31, 2022 and December 31, 2021, respectively. 2022 Activity We repaid $ 14.2 million of principal on two mortgage loans that were due to mature in 2022, incurring $ 0.5 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.25 % per annum and were secured by three RV communities. We entered into a $ 200.0 million secured refinancing transaction. The loan is secured by one MH community, has a fixed interest rate of 3.36 % per annum and has a maturity date of May 1, 2034. The net proceeds from the transaction were used to repay all debt scheduled to mature in 2022 and to repay amounts outstanding on the Line of Credit (“LOC”). 2021 Activity During the quarter ended March 31, 2021, we entered into a $ 270.0 million secured financing transaction maturing in 10 years and bearing a fixed interest rate of 2.4 % per annum. The loan is secured by two RV communities and one MH community. The net proceeds from the transaction were used to repay $ 67.0 million of principal on two mortgage loans that were due to mature in 2022, incurring $ 1.9 million of prepayment penalties, as well as to repay a portion of the outstanding balance on our line of credit. These mortgage loans had a weighted average interest rate of 5.1 % per annum and were secured by two RV communities . 2020 Activity We entered into two secured credit facilities with Fannie Mae, for total gross proceeds of $ 662.3 million. The average maturity for these credit facilities is 12 years and has a weighted average interest rate of 2.6 %. The facilities were secured by 18 MH and four RV communities. We also repaid $ 48.1 million of principal on three mortgage loans that were due to mature in 2020 and $ 166.8 million of principal on secured loans that were due to mature in 2021. The secured loans had a weighted average interest rate of approximately 5.1 % per annum and were secured by 21 MH and three RV communities. As part of the repayment of the loans, we incurred early debt retirement costs of $ 9.0 million. Third Amended and Restated Unsecured Credit Facility During the year ended December 31, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and the other lenders named therein, pursuant to which we have access to a $ 500.0 million unsecured line of credit (the “LOC”) and a $ 300.0 million senior unsecured term loan (the “Term Loan”). We have the option to increase the borrowing capacity by $ 200.0 million, subject to certain conditions. The LOC maturity date was extended to April 18, 2025 and this term can be extended two times for additional six month F-26 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 10—Borrowing Arrangements (continued) increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %. The Term Loan matures on April 17, 2026 and has an interest rate of LIBOR plus 1.40 % to 1.95 % per annum. For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms. The Term Loan proceeds were used to repay the $ 300.0 million senior unsecured term loan agreement entered into during the first quarter of 2021. Unsecured Debt During the year ended December 31, 2022, we entered into a $ 200.0 million senior unsecured term loan agreement. The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30 % to 1.80 %, depending on leverage levels. The LOC had a balance of $ 198.0 million and $ 349.0 million outstanding as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, our LOC had a remaining borrowing capacity of $ 302.0 million. Future Maturities of Debt The following table presents the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter as of December 31, 2022: (amounts in thousands) Amount 2023 $ 154,814 2024 74,214 2025 349,820 2026 366,784 2027 269,481 Thereafter 2,200,866 Net unamortized premiums 136 Unamortized deferred financing costs ( 28,131 ) Total $ 3,387,984 As of December 31, 2022, we were in compliance in all material respects with the covenants in our borrowing arrangements. Note 11— Derivative Instruments and Hedging Activities Cash Flow Hedges of Interest Rate Risk We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in our exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. In connection with our Term Loan, we entered into a three-year LIBOR Swap Agreement (the “2021 Swap”) allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate. The 2021 Swap has a notional amount of $ 300.0 million of outstanding principal with a fixed interest rate of 0.39 % per annum and matures on March 25, 2024. Based on the leverage as of December 31, 2022, our spread over LIBOR was 1.40 % resulting in an estimated all-in interest rate of 1.79 % per annum. F-27 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 11—Derivative Instruments and Hedging Activities (continued) Our derivative financial instrument is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument: As of December 31, (amounts in thousands) Balance Sheet Location 2022 2021 Interest Rate Swap Other assets, net $ 19,119 $ 3,524 The table below presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income: Derivatives in Cash Flow Hedging Relationship Amount of (gain)/loss recognized in OCI on derivative for the year ended December 31, Location of (gain)/ loss reclassified from accumulated OCI into income Amount of (gain)/loss reclassified from accumulated OCI into income for the year ended December 31, (amounts in thousands) 2022 2021 2020 (amounts in thousands) 2022 2021 2020 Interest Rate Swap $ ( 19,904 ) $ ( 2,777 ) $ 1,561 Interest Expense $ ( 4,309 ) $ 746 $ 1,941 During the next twelve months, we estimate that $ 14.8 million will be reclassified as a decrease to interest expense. This estimate may be subject to change as the underlying LIBOR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of December 31, 2022, we had not posted any collateral related to the Swap. Note 12—Deferred Revenue from Membership Upgrade Sales and Deferred Commission Expense The components of the change in deferred revenue from membership upgrades and deferred commission expense were as follows: As of (amounts in thousands) 2022 2021 Deferred revenue - upfront payments from membership upgrade sales as of December 31, $ 163,957 $ 138,878 Membership upgrade sales (1) 34,661 36,270 Revenue recognized from membership upgrade sales upfront payments ( 12,958 ) ( 11,191 ) Net increase in deferred revenue - upfront payments from membership grade sales (1) 21,703 25,079 Deferred revenue - upfront payments from membership upgrade sales as of December 31, (2) $ 185,660 $ 163,957 Deferred commission expense as of December 31, $ 47,349 $ 42,471 Deferred commission expense 7,193 8,657 Commission expense recognized ( 4,101 ) ( 3,779 ) Net increase in deferred commission expense (1) 3,092 4,878 Deferred commission expense as of December 31, $ 50,441 $ 47,349 _____________________ (1) We present membership upgrade sales and related commissions on a net basis in the Consolidated Statements of Income and Comprehensive Income. (2) Included in Deferred membership revenue on the Consolidated Balance Sheet. Note 13— Transactions with Related Parties We lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Samuel Zell, Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $ 1.7 million for both the years ended December 31, 2022 and 2021 and $ 1.6 million for the year ended December 31, 2020. F-28 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 14—Equity Incentive Awards Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to the 2014 Plan, our officers, directors, employees and consultants may be awarded restricted stock, options, including non-qualified stock options and incentive stock options and other forms of equity awards subject to conditions and restrictions determined by the Compensation, Nominating and Corporate Governance Committee of our Board of Directors (the “Compensation Committee”). Equity awards under the 2014 Plan are made by the Compensation Committee, who determines the individuals eligible to receive awards, the types of awards and the terms, conditions and restrictions applicable to any award. Grants to directors are determined by the Board of Directors. As of December 31, 2022, 5,231,784 shares remained available for future grants. Restricted stock and options under the 2014 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date. Individual grants could have different vesting periods but generally no longer than three and a half years. All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest. Grants Issued During the quarter ended March 31, 2022, 79,078 shares of restricted stock were awarded to certain members of our management team. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on January 27, 2023, January 26, 2024 and January 31, 2025, respectively, and have a grant date fair value of $ 3.0 million. The remaining 50 % are performance-based awards vesting in equal installments on January 31, 2023, January 26, 2024 and January 31, 2025, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 13,178 shares of restricted stock subject to 2022 performance goals have a grant date fair value of $ 1.0 million. During the quarter ended June 30, 2022, we awarded to certain members of our Board of Directors 51,522 shares of restricted stock at a fair value of approximately $ 4.1 million and options to purchase 7,210 shares of common stock with an exercise price of $ 79.72 . These are time-based awards subject to various vesting dates between October 26, 2022 and April 26, 2025. Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the years ended December 31, 2022, 2021 and 2020 was $ 10.5 million, $ 10.9 million and $ 11.5 million, respectively. Restricted Stock A summary of our restricted stock activities and related information, is as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at December 31, 2019 418,742 $ 48.32 Shares granted 151,104 $ 56.07 Shares forfeited/cancelled — $ — Shares vested ( 221,055 ) $ 47.74 Balance at December 31, 2020 348,791 $ 53.06 Shares granted 162,955 $ 50.42 Shares forfeited/cancelled — $ — Shares vested ( 196,839 ) $ 60.91 Balance at December 31, 2021 314,907 $ 53.98 Shares granted 130,600 $ 77.47 Shares forfeited/cancelled ( 11,881 ) $ 33.35 Shares vested ( 167,244 ) $ 48.99 Balance at December 31, 2022 266,382 $ 69.24 Compensation expense to be recognized subsequent to December 31, 2022, for restricted stock granted during or prior to 2022 that have not yet vested was $ 10.0 million, which is expected to be recognized over a weighted average term of 1.75 years. F-29 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 14—Equity Incentive Awards (continued) Stock Options The fair value of stock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions made in the valuation: 2022 2021 Dividend Yield 2.1 % 2.1 % Risk-free interest rate 2.8 % 1.0 % Expected Life 5.6 years 5.6 years Expected Volatility 26.5 % 26.1 % Weighted Average Grant Date Fair Value Per Share $ 18.40 $ 18.04 There were 7,210 stock options granted during December 31, 2022. No options were forfeited or expired for the years ended December 31, 2022, 2021 and 2020. A summary of our stock option activity and related information, is as follows: Shares Subject To Options Weighted Average Exercise Price Per Share Weighted Average Outstanding Contractual Life (in years) Average Intrinsic Value (in millions) Balance at December 31, 2019 41,500 $ 40.65 7.3 $ 1.2 Options issued 16,090 $ 66.81 Balance at December 31, 2020 57,590 $ 47.96 7.2 $ 0.9 Options issued 16,185 $ 68.74 Balance at December 31, 2021 73,775 $ 52.52 6.9 $ 2.6 Options issued 7,210 $ 79.72 Balance at December 31, 2022 80,985 $ 54.94 6.19 $ 1.0 Exercisable at December 31, 2022 71,015 $ 52.21 5.8 $ 1.0 Note 15— Long-Term Cash Incentive Plan 2022 LTIP On February 7, 2022, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the “2022 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management. The 2022 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the “2022 LTIP Eligible Payment”) is based upon certain performance conditions being met over a three-year period ending December 31, 2024. The Compensation Committee has responsibility for administering the 2022 LTIP and may use its reasonable discretion to adjust the performance criteria or the 2022 LTIP Eligible Payment to take into account the impact of any major or unforeseen transaction or event. Our named executive officers are not participants in the 2022 LTIP. The 2022 LTIP Eligible Payment will be paid, at the discretion of the Compensation Committee, in cash upon completion of our annual audit for the 2024 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2022 LTIP. For the year ended December 31, 2022, we accrued compensation expense of approximately $ 3.1 million. 2019 LTIP On February 11, 2019, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the “2019 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management. The 2019 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the “2019 LTIP Eligible Payment”) was based upon certain performance conditions being met over a three-year period ending December 31, 2021. For the years ended December 31, 2021 and 2020, we accrued compensation expense of approximately $ 1.6 million and $ 1.5 million, respectively. The 2019 LTIP Eligible Payment of $ 4.4 million was paid during the first quarter of 2022. F-30 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 16— Savings Plan We maintain a qualified retirement plan under which eligible employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the “401K Plan”). The 401K Plan permits eligible employees and those of any Subsidiary to defer up to 60.0 % of their compensation on a pre-tax basis subject to certain limits. In addition, we match 100.0 % of their contribution up to the first 3.0 % and then 50.0 % of the next 2.0 % for a maximum potential match of 4.0 %. Both employee's and our matching contributions vest immediately. Our contribution to the 401K Plan was approximately $ 2.4 million, $ 2.0 million and $ 2.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Note 17— Commitments and Contingencies We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor. The Operating Partnership operated and managed Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expired on August 31, 2022 and did not contain extension options. The master lessor of these ground leases, The Nicholson Family Partnership (together with its predecessor in interest, the “Nicholsons”), expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents. We believe the Nicholsons’ demand to be unlawful, and on December 30, 2019, the Operating Partnership, together with certain interested parties, filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership had no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership and the interested parties filed an amended complaint on January 29, 2020. The Nicholsons filed a demand for arbitration on January 28, 2020, which they subsequently amended, seeking (i) a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, was “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms,” (ii) that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation and (iii) that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding. On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the Superior Court litigation, which motion was heard on June 25, 2020. On July 29, 2020, the Superior Court issued a final order denying the Nicholsons' motion to compel arbitration. The Nicholsons filed a notice of appeal on August 7, 2020, which appeal was heard on February 1, 2022. On February 4, 2022, the California Court of Appeal affirmed the Superior Court’s order denying the Nicholsons' motion to compel arbitration. On February 22, 2022, the Nicholsons filed a petition for rehearing, which the Court of Appeal denied on March 2, 2022. On March 16, 2022, the Nicholsons filed a petition for review with the California Supreme Court, which the California Supreme Court denied on April 20, 2022. On May 18, 2022, the Nicholsons filed a cross complaint alleging that the Operating Partnership was obligated to deliver Westwinds free and clear of encumbrances and in good condition and repair. The cross complaint asserted that it was no longer feasible for the Operating Partnership to cure its alleged breaches given that the ground leases terminated as of August 31, 2022. The Nicholsons filed a demurrer to our complaint which was denied by the Superior Court. F-31 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 17—Commitments and Contingencies (continued) On July 19, 2022, the Nicholsons sent two notices of default to the Operating Partnership, one related to Westwinds and the other related to Nicholson Plaza, the adjacent shopping center. The notices generally assert that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. The Operating Partnership disputes the contention that it did not maintain Westwinds and Nicholson Plaza in compliance with the terms of the applicable ground leases. The arbitration that was previously stayed pursuant to an agreement between the Operating Partnership and the Nicholsons was set for a hearing on October 31, 2022 with respect to the Nicholsons’ claim that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding and a claim by the Operating Partnership for recovery of fees incurred in connection with the Nicholsons’ failed motion to compel arbitration. On October 6, 2022, the parties to the Superior Court proceeding as well as the arbitration entered into a binding agreement which was subsequently documented and implemented, pursuant to which, among other things, all claims pending in the Superior Court and in the arbitration were dismissed with prejudice; however, the Nicholsons reserved their rights to pursue their claim that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. To the extent the Nicholsons pursue such claim, we intend to vigorously defend our interests. The settlement agreement did not have a material impact to our Consolidated Financial Statements. F-32 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 18—Reportable Segments Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”). The CODM evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income (“NOI”). NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization. We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences. All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the years ended December 31, 2022, 2021 and 2020. The following tables summarize our segment financial information for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,291,467 $ 139,630 $ 1,431,097 Operations expenses ( 656,839 ) ( 121,196 ) ( 778,035 ) Income from segment operations 634,628 18,434 653,062 Interest income 5,722 1,701 7,423 Depreciation and amortization ( 192,302 ) ( 10,060 ) ( 202,362 ) Income (loss) from operations $ 448,048 $ 10,075 $ 458,123 Reconciliation to consolidated net income: Corporate interest income 7 Income from other investments, net 8,553 General and administrative ( 44,857 ) Other expenses ( 8,646 ) Interest and related amortization ( 116,562 ) Equity in income of unconsolidated joint ventures 3,363 Early debt retirement ( 1,156 ) Consolidated net income $ 298,825 Total assets $ 5,228,575 $ 263,944 $ 5,492,519 Capital improvements (1) $ 227,172 $ 22,105 $ 249,277 _____________________ (1) Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3 , Restatement of Previously Issued Consolidated Financial Statements for more information. F-33 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 18—Reportable Segments (continued) Year Ended December 31, 2021 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,187,535 $ 117,297 $ 1,304,832 Operations expenses ( 594,503 ) ( 105,959 ) ( 700,462 ) Income from segment operations 593,032 11,338 604,370 Interest income 5,068 1,918 6,986 Depreciation and amortization ( 177,897 ) ( 10,547 ) ( 188,444 ) Loss on sale of real estate, net ( 59 ) — ( 59 ) Income (loss) from operations $ 420,144 $ 2,709 $ 422,853 Reconciliation to consolidated net income: Corporate interest income 30 Income from other investments, net 4,555 General and administrative ( 39,576 ) Other expenses ( 4,241 ) Interest and related amortization ( 108,718 ) Equity in income of unconsolidated joint ventures 3,881 Early debt retirement ( 2,784 ) Consolidated net income $ 276,000 Total assets $ 5,056,991 $ 250,880 $ 5,307,871 Capital improvements (1) $ 193,895 $ 10,370 $ 204,265 _____________________ (1) Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for more information. Year Ended December 31, 2020 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,044,098 $ 63,525 $ 1,107,623 Operations expenses ( 515,002 ) ( 57,253 ) ( 572,255 ) Income from segment operations 529,096 6,272 535,368 Interest income 4,385 2,754 7,139 Depreciation and amortization ( 144,235 ) ( 10,896 ) ( 155,131 ) Income (loss) from operations $ 389,246 $ ( 1,870 ) $ 387,376 Reconciliation to consolidated net income: Corporate interest income 15 Income from other investments, net 4,026 General and administrative ( 39,276 ) Other expenses ( 2,567 ) Interest and related amortization ( 102,771 ) Equity in income of unconsolidated joint ventures 5,399 Early debt retirement ( 10,786 ) Consolidated net income $ 241,416 Total assets $ 4,160,216 $ 258,753 $ 4,418,969 Capital Improvements (1) $ 157,467 $ 10,490 $ 167,957 _____________________ (1) Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for more information. F-34 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 18—Reportable Segments (continued) The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (amounts in thousands) 2022 2021 2020 Revenues: Rental income $ 1,103,357 $ 1,015,879 $ 907,305 Annual membership subscriptions 63,215 58,251 53,085 Membership upgrade sales (1) 12,958 11,191 9,677 Other income 56,144 50,298 46,008 Gross revenues from ancillary services 55,793 51,916 28,023 Total property operations revenues 1,291,467 1,187,535 1,044,098 Expenses: Property operating and maintenance 437,764 393,256 348,394 Real estate taxes 74,145 72,671 66,120 Membership sales and marketing (1) 20,317 18,668 15,672 Cost of ancillary services 28,969 25,529 12,920 Ancillary operating expenses 21,561 18,400 13,929 Property management 74,083 65,979 57,967 Total property operations expenses 656,839 594,503 515,002 Income from property operations segment $ 634,628 $ 593,032 $ 529,096 _____________________ (1) Beginning with the quarter ended June 30, 2023, we present membership upgrade sales and related commissions on a net basis in the Consolidated Statements of Income and Comprehensive Income. The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (amounts in thousands) 2022 2021 2020 Revenues: Rental income (1) $ 15,244 $ 16,696 $ 16,438 Gross revenue from home sales and brokered resales 124,386 100,601 47,087 Total revenues 139,630 117,297 63,525 Expenses: Cost of home sales and brokered resales 110,043 95,094 46,735 Home selling expenses 5,760 5,138 4,572 Rental home operating and maintenance 5,393 5,727 5,946 Total expenses 121,196 105,959 57,253 Income from home sales and rentals operations segment $ 18,434 $ 11,338 $ 6,272 _____________________ (1) Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations. Note 19— Subsequent Events Equity Incentive Awards On February 6, 2023, the Compensation Committee approved the 2023 Restricted Stock Award Program for certain members of our management team pursuant to the authority set forth in the 2014 Plan. As a result, we awarded 82,884 shares of restricted stock. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on January 30, 2024, February 4, 2025 and February 3, 2026, respectively, and have a grant date fair value of $ 3.0 million. The remaining 50 % are performance-based awards vesting in equal installments on January 30, 2024, February 4, 2025 and February 3, 2026, F-35 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 19—Subsequent Events (continued) respectively, upon meeting performance conditions to be established by the Compensation Committee in the year of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 13,812 shares of restricted stock subject to 2023 performance goals have a grant date fair value of $ 1.0 million. Dividend On January 26, 2023, our Board of Directors approved setting the annual dividend rate for 2023 at $ 1.79 per share of common stock, an increase of $ 0.15 over the current $ 1.64 per share of common stock for 2022. Our Board of Directors, in its sole discretion, will determine the amount of each quarterly dividend in advance of payment. F-36 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Properties Held for Long Term Hidden Cove Arley AL $ — $ 212 $ 610 $ — $ 2,073 $ 212 $ 2,683 $ 2,895 $ ( 622 ) 2006 Apache East Apache Junction AZ ( 4,687 ) 2,236 4,181 — 263 2,236 4,444 6,680 ( 1,868 ) 2011 Countryside RV Apache Junction AZ ( 7,631 ) 2,056 6,241 — 1,845 2,056 8,086 10,142 ( 5,176 ) 2002 Denali Park Apache Junction AZ — 2,394 4,016 — 690 2,394 4,706 7,100 ( 1,806 ) 2011 Dolce Vita Apache Junction AZ ( 43,127 ) 52,803 37,245 — 2,015 52,803 39,260 92,063 ( 6,523 ) 2020 Golden Sun RV Apache Junction AZ ( 5,418 ) 1,678 5,049 — 1,563 1,678 6,612 8,290 ( 3,806 ) 2002 Meridian RV Resort Apache Junction AZ — 6,445 5,292 — 521 6,445 5,813 12,258 ( 1,001 ) 2020 Valley Vista Benson AZ — 115 429 — 336 115 765 880 ( 280 ) 2010 Casita Verde Casa Grande AZ — 719 2,179 — 410 719 2,589 3,308 ( 1,310 ) 2006 Fiesta Grande Casa Grande AZ — 2,869 8,653 — 1,878 2,869 10,531 13,400 ( 5,281 ) 2006 Foothills West Casa Grande AZ — 747 2,261 — 747 747 3,008 3,755 ( 1,533 ) 2006 Sunshine Valley Chandler AZ ( 24,556 ) 9,139 12,912 — 989 9,139 13,901 23,040 ( 5,628 ) 2011 Verde Valley Cottonwood AZ — 1,437 3,390 19 7,786 1,456 11,176 12,632 ( 3,648 ) 2004 Casa del Sol East II Glendale AZ — 2,103 6,283 — 3,789 2,103 10,072 12,175 ( 6,045 ) 1996 Casa del Sol East III Glendale AZ — 2,450 7,452 — 1,490 2,450 8,942 11,392 ( 6,734 ) 1998 Palm Shadows Glendale AZ — 1,400 4,218 — 1,991 1,400 6,209 7,609 ( 5,174 ) 1993 Hacienda De Valencia Mesa AZ ( 17,893 ) 833 2,701 — 5,865 833 8,566 9,399 ( 6,153 ) 1984 Mesa Spirit Mesa AZ ( 14,361 ) 17,382 25,238 192 984 17,574 26,222 43,796 ( 7,454 ) 2014 Monte Vista Resort Mesa AZ ( 63,545 ) 11,402 34,355 — 37,587 11,402 71,942 83,344 ( 28,053 ) 2004 Seyenna Vistas Mesa AZ — 1,360 4,660 ( 87 ) 3,993 1,273 8,653 9,926 ( 6,511 ) 1994 The Highlands at Brentwood Mesa AZ ( 11,212 ) 1,997 6,024 — 2,718 1,997 8,742 10,739 ( 7,430 ) 1993 ViewPoint RV & Golf Resort Mesa AZ ( 149,374 ) 24,890 56,340 15 27,952 24,905 84,292 109,197 ( 43,360 ) 2004 Apollo Village Peoria AZ — 932 3,219 — 1,924 932 5,143 6,075 ( 4,174 ) 1994 Casa del Sol West Peoria AZ — 2,215 6,467 — 3,225 2,215 9,692 11,907 ( 6,109 ) 1996 Carefree Manor Phoenix AZ — 706 3,040 — 1,394 706 4,434 5,140 ( 3,153 ) 1998 Central Park Phoenix AZ ( 9,952 ) 1,612 3,784 — 2,527 1,612 6,311 7,923 ( 5,012 ) 1983 Desert Skies Phoenix AZ ( 4,159 ) 792 3,126 — 1,157 792 4,283 5,075 ( 3,165 ) 1998 Sunrise Heights Phoenix AZ ( 5,095 ) 1,000 3,016 — 2,298 1,000 5,314 6,314 ( 3,977 ) 1994 Whispering Palms Phoenix AZ — 670 2,141 — 651 670 2,792 3,462 ( 2,086 ) 1998 Desert Vista Salome AZ — 66 268 — 401 66 669 735 ( 256 ) 2010 Sedona Shadows Sedona AZ — 1,096 3,431 — 3,791 1,096 7,222 8,318 ( 4,037 ) 1997 Venture In Show Low AZ ( 8,679 ) 2,050 6,188 — 958 2,050 7,146 9,196 ( 3,801 ) 2006 Paradise Sun City AZ ( 36,120 ) 6,414 19,263 11 3,794 6,425 23,057 29,482 ( 14,122 ) 2004 The Meadows AZ Tempe AZ ( 14,820 ) 2,613 7,887 — 5,298 2,613 13,185 15,798 ( 10,348 ) 1994 S-1 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Fairview Manor Tucson AZ — 1,674 4,708 — 3,000 1,674 7,708 9,382 ( 5,496 ) 1998 Voyager Tucson AZ ( 39,078 ) 19,281 63,886 — 1,337 19,281 65,223 84,504 ( 8,812 ) 2021 Westpark Wickenburg AZ ( 8,033 ) 4,495 10,517 — 5,463 4,495 15,980 20,475 ( 5,014 ) 2011 Araby Acres Yuma AZ — 1,440 4,345 — 1,348 1,440 5,693 7,133 ( 3,322 ) 2003 Cactus Gardens Yuma AZ ( 5,786 ) 1,992 5,984 — 824 1,992 6,808 8,800 ( 3,978 ) 2004 Capri Yuma AZ — 1,595 4,774 — 581 1,595 5,355 6,950 ( 2,823 ) 2006 Desert Paradise Yuma AZ — 666 2,011 — 505 666 2,516 3,182 ( 1,487 ) 2004 Foothill Village Yuma AZ — 459 1,402 — 710 459 2,112 2,571 ( 1,088 ) 2003 Mesa Verde RV Yuma AZ ( 4,124 ) 1,387 4,148 — 1,054 1,387 5,202 6,589 ( 2,577 ) 2007 Suni Sands Yuma AZ — 1,249 3,759 — 811 1,249 4,570 5,819 ( 2,690 ) 2004 Cultus Lake Lindell Beach BC — 410 968 6 637 416 1,605 2,021 ( 1,011 ) 2004 Soledad Canyon Acton CA — 2,933 6,917 39 16,225 2,972 23,142 26,114 ( 7,046 ) 2004 Los Ranchos Apple Valley CA — 8,336 15,774 — 4,271 8,336 20,045 28,381 ( 6,977 ) 2011 Monte del Lago Castroville CA ( 34,494 ) 3,150 9,469 — 5,987 3,150 15,456 18,606 ( 10,406 ) 1997 Date Palm Country Club Cathedral City CA — — 18,179 — 10,044 — 28,223 28,223 ( 22,908 ) 1994 Palm Springs Oasis RV Resort Cathedral City CA — — 216 — 1,088 — 1,304 1,304 ( 587 ) 1994 Colony Park Ceres CA ( 7,585 ) 890 2,837 — 1,856 890 4,693 5,583 ( 3,152 ) 1998 Russian River Cloverdale CA — 368 868 5 820 373 1,688 2,061 ( 780 ) 2004 Oakzanita Springs Descanso CA — 396 934 5 3,187 401 4,121 4,522 ( 1,449 ) 2004 Rancho Mesa El Cajon CA — 2,130 6,389 — 2,422 2,130 8,811 10,941 ( 6,008 ) 1998 Rancho Valley El Cajon CA ( 18,344 ) 685 1,902 — 2,520 685 4,422 5,107 ( 3,065 ) 1983 Snowflower Emigrant Gap CA — 308 727 4 2,232 312 2,959 3,271 ( 1,156 ) 2004 Four Seasons Fresno CA — 756 2,348 — 3,237 756 5,585 6,341 ( 2,716 ) 1997 Yosemite Lakes Groveland CA — 2,045 4,823 27 10,695 2,072 15,518 17,590 ( 4,900 ) 2004 Royal Holiday Hemet CA — 778 2,643 — 7,047 778 9,690 10,468 ( 3,965 ) 1999 Idyllwild Idyllwild-Pine Cove CA — 313 737 4 2,710 317 3,447 3,764 ( 1,289 ) 2004 Pio Pico Jamul CA — 2,626 6,194 35 7,524 2,661 13,718 16,379 ( 5,584 ) 2004 Tahoe Valley Lake Tahoe CA — — 5,428 — 2,265 — 7,693 7,693 ( 4,214 ) 2004 Sea Oaks Los Osos CA — 871 2,703 — 1,983 871 4,686 5,557 ( 2,835 ) 1997 Ponderosa Resort Lotus CA — 900 2,100 — 3,325 900 5,425 6,325 ( 1,961 ) 2006 Turtle Beach Manteca CA — 268 633 4 1,629 272 2,262 2,534 ( 755 ) 2004 Marina Dunes RV Resort Marina CA — 20,379 8,204 — 607 20,379 8,811 29,190 ( 694 ) 2020 Wilderness Lakes Menifee CA — 2,157 5,088 29 3,833 2,186 8,921 11,107 ( 4,255 ) 2004 Coralwood Modesto CA — — 5,047 — 1,818 — 6,865 6,865 ( 4,965 ) 1997 Morgan Hill Morgan Hill CA — 1,856 4,378 980 7,716 2,836 12,094 14,930 ( 3,949 ) 2004 S-2 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Lake Minden Nicolaus CA — 961 2,267 13 2,039 974 4,306 5,280 ( 2,242 ) 2004 Pacific Dunes Ranch Oceana CA — 1,940 5,632 — 2,181 1,940 7,813 9,753 ( 4,065 ) 2004 Oceanside RV Oceanside CA — 27,781 16,596 — 55 27,781 16,651 44,432 ( 1,032 ) 2022 Lake of the Springs Oregon House CA — 1,062 2,504 14 3,079 1,076 5,583 6,659 ( 2,429 ) 2004 Concord Cascade Pacheco CA — 985 3,016 — 4,565 985 7,581 8,566 ( 4,867 ) 1983 San Francisco RV Pacifica CA — 1,660 4,973 — 3,509 1,660 8,482 10,142 ( 5,108 ) 2005 San Benito Paicines CA — 1,411 3,328 19 4,368 1,430 7,696 9,126 ( 3,236 ) 2004 Palm Springs Palm Desert CA — 1,811 4,271 24 3,450 1,835 7,721 9,556 ( 3,483 ) 2004 Las Palmas Estates Rialto CA — 1,295 3,866 — 1,305 1,295 5,171 6,466 ( 2,855 ) 2004 Parque La Quinta Rialto CA — 1,799 5,450 — 1,310 1,799 6,760 8,559 ( 3,782 ) 2004 Quail Meadows Riverbank CA — 1,155 3,469 — 1,251 1,155 4,720 5,875 ( 3,376 ) 1998 California Hawaiian San Jose CA ( 31,832 ) 5,825 17,755 — 5,850 5,825 23,605 29,430 ( 17,935 ) 1997 Nicholson Plaza San Jose CA — — 4,512 — ( 4,512 ) — — — — 1997 Sunshadow San Jose CA — 12,334 5,707 8 1,478 12,342 7,185 19,527 ( 5,328 ) 1997 Village of the Four Seasons San Jose CA ( 18,292 ) 5,229 15,714 — 2,263 5,229 17,977 23,206 ( 10,496 ) 2004 Westwinds (4 properties) San Jose CA — — 17,616 — ( 17,616 ) — — — — 1997 Laguna Lake San Luis Obispo CA ( 18,742 ) 2,845 6,520 — 3,428 2,845 9,948 12,793 ( 6,221 ) 1998 Contempo Marin San Rafael CA ( 35,426 ) 4,787 16,379 — 4,773 4,787 21,152 25,939 ( 18,369 ) 1994 Rancho Oso Santa Barbara CA — 860 2,029 12 4,366 872 6,395 7,267 ( 2,132 ) 2004 De Anza Santa Cruz Santa Cruz CA ( 46,088 ) 2,103 7,201 — 6,341 2,103 13,542 15,645 ( 9,150 ) 1994 Meadowbrook Santee CA ( 21,045 ) 4,345 12,528 — 3,712 4,345 16,240 20,585 ( 12,092 ) 1998 Santa Cruz Ranch Scotts Valley CA — 1,595 3,937 — 1,099 1,595 5,036 6,631 ( 2,284 ) 2007 Lamplighter Village Spring Valley CA ( 31,855 ) 633 2,201 — 2,810 633 5,011 5,644 ( 3,474 ) 1983 Santiago Estates Sylmar CA ( 21,119 ) 3,562 10,767 — 5,037 3,562 15,804 19,366 ( 10,332 ) 1998 Royal Oaks Visalia CA — 602 1,921 — 2,589 602 4,510 5,112 ( 2,347 ) 1997 Pilot Knob RV Resort Winterhaven CA — 581 1,151 — 374 581 1,525 2,106 ( 124 ) 2022 Hillcrest Village CO Aurora CO ( 37,274 ) 1,912 5,202 289 9,145 2,201 14,347 16,548 ( 8,486 ) 1983 Cimarron Village Broomfield CO ( 29,838 ) 863 2,790 — 2,080 863 4,870 5,733 ( 3,714 ) 1983 Holiday Village CO Colorado Springs CO ( 19,712 ) 567 1,759 — 3,284 567 5,043 5,610 ( 3,073 ) 1983 Bear Creek Village Denver CO ( 5,512 ) 1,100 3,359 — 1,369 1,100 4,728 5,828 ( 3,213 ) 1998 Holiday Hills Village Denver CO ( 56,693 ) 2,159 7,780 — 10,224 2,159 18,004 20,163 ( 12,707 ) 1983 Golden Terrace Golden CO — 826 2,415 — 4,037 826 6,452 7,278 ( 3,959 ) 1983 Golden Terrace South Golden CO — 750 2,265 — 1,120 750 3,385 4,135 ( 2,515 ) 1997 Golden Terrace West Golden CO — 1,694 5,065 — 7,735 1,694 12,800 14,494 ( 7,283 ) 1986 Blue Mesa Recreational Ranch Gunnison CO — 5,126 8,217 — 67 5,126 8,284 13,410 ( 1,102 ) 2022 S-3 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Pueblo Grande Pueblo CO — 241 1,069 — 5,466 241 6,535 6,776 ( 2,105 ) 1983 Woodland Hills Thornton CO ( 32,457 ) 1,928 4,408 — 4,597 1,928 9,005 10,933 ( 7,011 ) 1994 Stonegate Manor North Windham CT — 6,011 12,336 — 591 6,011 12,927 18,938 ( 5,423 ) 2011 Waterford Estates Bear DE ( 37,397 ) 5,250 16,202 — 3,887 5,250 20,089 25,339 ( 10,152 ) 1996 McNicol Place Lewes DE — 562 1,710 — 275 562 1,985 2,547 ( 1,550 ) 1998 Whispering Pines Lewes DE — 1,536 4,609 — 2,672 1,536 7,281 8,817 ( 5,924 ) 1988 Mariner's Cove Millsboro DE ( 18,127 ) 990 2,971 — 10,378 990 13,349 14,339 ( 7,848 ) 1987 Sweetbriar Millsboro DE — 498 1,527 — 1,103 498 2,630 3,128 ( 1,758 ) 1998 Aspen Meadows Rehoboth DE ( 10,850 ) 1,148 3,460 — 1,007 1,148 4,467 5,615 ( 3,333 ) 1998 Camelot Meadows Rehoboth DE — 527 2,058 1,251 4,941 1,778 6,999 8,777 ( 5,258 ) 1998 Riverside RV Resort Arcadia FL — 8,400 11,905 11,085 3,599 19,485 15,504 34,989 ( 5,103 ) 2016 Toby’s RV Resort Arcadia FL — 1,093 3,280 — 812 1,093 4,092 5,185 ( 2,385 ) 2003 Aventura Marina Aventura FL — 813 811 — 7 813 818 1,631 ( 120 ) 2019 Hi-Lift Marina Aventure FL — 21,444 4,178 — 1,610 21,444 5,788 27,232 ( 796 ) 2021 Sunshine Key Big Pine Key FL — 5,273 15,822 — 17,121 5,273 32,943 38,216 ( 13,708 ) 2004 Windmill Manor Bradenton FL ( 10,524 ) 2,153 6,125 — 2,695 2,153 8,820 10,973 ( 6,429 ) 1998 Winter Quarters Manatee Bradenton FL — 2,300 6,903 — 1,872 2,300 8,775 11,075 ( 5,008 ) 2004 Clover Leaf Farms Brooksville FL ( 31,011 ) 13,684 24,106 — 8,097 13,684 32,203 45,887 ( 11,093 ) 2011 Clover Leaf Forest Brooksville FL — 1,092 2,178 — 617 1,092 2,795 3,887 ( 972 ) 2011 Resort at Tranquility Lake Cape Coral FL — 12,572 — 24 21,348 12,596 21,348 33,944 ( 507 ) 2020 Palm Harbour Marina Cape Haze FL — 13,228 6,310 — ( 955 ) 13,228 5,355 18,583 ( 682 ) 2021 Glen Ellen Clearwater FL — 619 1,882 — 553 619 2,435 3,054 ( 1,471 ) 2002 Hillcrest FL Clearwater FL — 1,278 3,928 — 3,804 1,278 7,732 9,010 ( 4,316 ) 1998 Holiday Ranch Clearwater FL — 925 2,866 — 780 925 3,646 4,571 ( 2,757 ) 1998 Serendipity Clearwater FL ( 16,336 ) 18,944 11,782 — 2,330 18,944 14,112 33,056 ( 4,593 ) 2018 Shady Lane Oaks Clearwater FL — 4,984 8,482 — 780 4,984 9,262 14,246 ( 3,846 ) 2011 Shady Lane Village Clearwater FL — 3,102 5,480 — 426 3,102 5,906 9,008 ( 2,484 ) 2011 Silk Oak Lodge Clearwater FL — 1,649 5,028 — 739 1,649 5,767 7,416 ( 3,581 ) 2002 Clerbrook Golf & RV Resort Clermont FL — 3,883 11,700 — 4,624 3,883 16,324 20,207 ( 7,738 ) 2006 Lake Magic Clermont FL — 1,595 4,793 — 1,800 1,595 6,593 8,188 ( 3,654 ) 2004 Orange Lake Clermont FL — 4,303 6,815 — 1,603 4,303 8,418 12,721 ( 3,225 ) 2011 Orlando Clermont FL — 2,975 7,017 40 24,925 3,015 31,942 34,957 ( 7,777 ) 2004 Cortez Village Marina Cortez FL — 17,936 — 32 17,936 3,988 21,924 ( 691 ) 2021 Crystal Isles Crystal River FL — 926 2,787 10 3,949 936 6,736 7,672 ( 3,031 ) 2004 Cheron Village Davie FL — 10,393 6,217 — 371 10,393 6,588 16,981 ( 3,025 ) 2011 S-4 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Carriage Cove Daytona Beach FL ( 15,070 ) 2,914 8,682 — 2,994 2,914 11,676 14,590 ( 8,429 ) 1998 Daytona Beach Marina Daytona Beach FL — 1,962 9,034 — 34 1,962 9,068 11,030 ( 1,274 ) 2019 Lake Haven Dunedin FL ( 12,648 ) 1,135 4,047 — 4,431 1,135 8,478 9,613 ( 6,514 ) 1983 Marker 1 Marina Dunedin FL — 21,685 15,758 — 189 21,685 15,947 37,632 ( 1,963 ) 2020 Coquina Crossing Elkton FL ( 26,171 ) 5,274 5,545 — 20,887 5,274 26,432 31,706 ( 15,585 ) 1999 Colony Cove Ellenton FL ( 89,976 ) 28,660 92,457 38,094 37,950 66,754 130,407 197,161 ( 43,662 ) 2011 Ridgewood Estates Ellenton FL — 8,769 8,791 — 1,060 8,769 9,851 18,620 ( 3,989 ) 2011 Haselton Village Eustis FL — 3,800 8,955 — 1,150 3,800 10,105 13,905 ( 3,930 ) 2011 Southern Palms RV Eustis FL — 2,169 5,884 — 5,054 2,169 10,938 13,107 ( 7,486 ) 1998 Bulow Plantation Flagler Beach FL — 3,637 949 — 7,661 3,637 8,610 12,247 ( 5,836 ) 1994 Bulow RV Flagler Beach FL — — 228 — 2,583 — 2,811 2,811 ( 1,218 ) 1994 Carefree Cove Fort Lauderdale FL — 1,741 5,170 — 1,091 1,741 6,261 8,002 ( 3,644 ) 2004 Everglades Lakes Fort Lauderdale FL — 53,850 18,797 — 3,268 53,850 22,065 75,915 ( 4,170 ) 2018 Park City West Fort Lauderdale FL — 4,184 12,561 — 1,762 4,184 14,323 18,507 ( 8,561 ) 2004 Sunshine Holiday MH Fort Lauderdale FL ( 9,193 ) 3,099 9,286 — 2,401 3,099 11,687 14,786 ( 6,454 ) 2004 Crystal Lakes-Fort Myers Fort Myers FL — 1,047 — 1,754 1,344 2,801 1,344 4,145 ( 85 ) 2018 Fish Tale Marina Fort Myers FL — 24,027 5,555 — ( 1,065 ) 24,027 4,490 28,517 ( 822 ) 2021 Fort Myers Beach Fort Myers FL — 1,188 3,548 849 3,843 2,037 7,391 9,428 ( 2,761 ) 2004 Gulf Air Fort Myers Beach FL ( 5,768 ) 1,609 4,746 — 1,765 1,609 6,511 8,120 ( 3,392 ) 2004 Lakeside Terrace Fruitland Park FL — 3,275 7,165 — 881 3,275 8,046 11,321 ( 3,217 ) 2011 Grand Island Resort Grand Island FL — 1,723 5,208 125 6,952 1,848 12,160 14,008 ( 6,810 ) 2001 Holiday Travel Park Holiday FL — 9,240 13,284 — 1,877 9,240 15,161 24,401 ( 5,095 ) 2018 Hollywood Marina Hollywood FL — 14,638 4,065 — 844 14,638 4,909 19,547 ( 778 ) 2019 South Miami Marina Homestead FL — — 13,144 — 347 — 13,491 13,491 ( 1,818 ) 2019 Barrington Hills Hudson FL ( 4,128 ) 1,145 3,437 — 1,791 1,145 5,228 6,373 ( 2,719 ) 2004 Jupiter Marina Jupiter FL — 5,090 4,842 — 1,230 5,090 6,072 11,162 ( 1,136 ) 2019 Sherwood Forest - MHP Kissimmee FL — 4,852 14,596 — 8,848 4,852 23,444 28,296 ( 16,525 ) 1998 Sherwood Forest RV Kissimmee FL — 2,870 3,621 568 4,790 3,438 8,411 11,849 ( 5,299 ) 1998 Tropical Palms Kissimmee FL — 5,677 17,116 — 17,929 5,677 35,045 40,722 ( 17,212 ) 2004 Lake Worth Village Lake Worth FL ( 1,023 ) 14,959 24,501 — 5,141 14,959 29,642 44,601 ( 11,544 ) 2011 Beacon Hill Colony Lakeland FL — 3,775 6,405 — 671 3,775 7,076 10,851 ( 2,773 ) 2011 Beacon Terrace Lakeland FL ( 8,904 ) 5,372 9,153 216 933 5,588 10,086 15,674 ( 4,070 ) 2011 Kings & Queens Lakeland FL — 1,696 3,064 — 450 1,696 3,514 5,210 ( 1,400 ) 2011 Lakeland Harbor Lakeland FL ( 31,261 ) 10,446 17,376 — 1,051 10,446 18,427 28,873 ( 7,502 ) 2011 Lakeland Junction Lakeland FL ( 3,161 ) 3,018 4,752 — 434 3,018 5,186 8,204 ( 2,121 ) 2011 S-5 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Lantana Marina Lantana FL — 8,276 5,108 — ( 289 ) 8,276 4,819 13,095 ( 1,014 ) 2019 Maralago Cay Lantana FL ( 37,549 ) 5,325 15,420 — 7,347 5,325 22,767 28,092 ( 16,870 ) 1997 South Lantana Marina Lantana FL — 2,345 1,894 — 462 2,345 2,356 4,701 ( 492 ) 2019 Down Yonder Largo FL — 2,652 7,981 — 1,665 2,652 9,646 12,298 ( 6,040 ) 1998 East Bay Oaks Largo FL ( 8,425 ) 1,240 3,322 — 2,067 1,240 5,389 6,629 ( 4,332 ) 1983 Eldorado Village Largo FL ( 5,630 ) 778 2,341 — 2,214 778 4,555 5,333 ( 3,245 ) 1983 Paradise Park - Largo Largo FL ( 5,229 ) 3,523 4,026 — 716 3,523 4,742 8,265 ( 1,662 ) 2017 Shangri-La Mobile Home Park Largo FL — 1,722 5,200 — 490 1,722 5,690 7,412 ( 3,460 ) 2004 Vacation Village Largo FL ( 4,241 ) 1,315 3,946 — 1,072 1,315 5,018 6,333 ( 2,866 ) 2004 Whispering Pines - Largo Largo FL — 8,218 14,054 — 1,928 8,218 15,982 24,200 ( 6,262 ) 2011 Coachwood Colony Leesburg FL — 1,602 4,822 — 1,652 1,602 6,474 8,076 ( 3,458 ) 2004 Mid-Florida Lakes Leesburg FL ( 57,630 ) 5,997 20,635 — 16,459 5,997 37,094 43,091 ( 27,083 ) 1994 Fiesta Key Long Key FL — 16,611 7,338 — 19,388 16,611 26,726 43,337 ( 4,929 ) 2013 Winter Quarters Pasco Lutz FL ( 3,619 ) 1,494 4,484 — 2,201 1,494 6,685 8,179 ( 3,399 ) 2004 Coral Cay Plantation Margate FL ( 77,907 ) 5,890 20,211 — 9,719 5,890 29,930 35,820 ( 24,968 ) 1994 Lakewood Village Melbourne FL — 1,862 5,627 — 3,196 1,862 8,823 10,685 ( 6,811 ) 1994 Miami Everglades Miami FL — 5,362 6,238 — 1,601 5,362 7,839 13,201 ( 3,061 ) 2015 Southernaire Mt. Dora FL — 796 2,395 — 640 796 3,035 3,831 ( 1,661 ) 2004 Country Place (2) New Port Richey FL ( 17,205 ) 663 — 18 8,614 681 8,614 9,295 ( 6,941 ) 1986 Hacienda Village New Port Richey FL ( 14,916 ) 4,297 13,088 — 4,620 4,297 17,708 22,005 ( 10,434 ) 2002 Harbor View Mobile Manor New Port Richey FL ( 16,198 ) 4,030 12,146 — 3,080 4,030 15,226 19,256 ( 8,695 ) 2002 Bay Lake Estates Nokomis FL ( 10,200 ) 990 3,390 — 2,908 990 6,298 7,288 ( 4,573 ) 1994 Lake Village Nokomis FL ( 14,073 ) 15,850 18,099 10,408 2,626 26,258 20,725 46,983 ( 7,804 ) 2011 Royal Coachman Nokomis FL — 5,321 15,978 — 2,252 5,321 18,230 23,551 ( 11,098 ) 2004 Buccaneer Estates North Fort Myers FL — 4,207 14,410 — 10,100 4,207 24,510 28,717 ( 16,367 ) 1994 Island Vista Estates North Fort Myers FL — 5,004 15,066 — 6,305 5,004 21,371 26,375 ( 9,221 ) 2006 Lake Fairways North Fort Myers FL ( 34,487 ) 6,075 18,134 35 5,108 6,110 23,242 29,352 ( 19,380 ) 1994 Pine Lakes North Fort Myers FL — 6,306 14,579 24,939 10,517 31,245 25,096 56,341 ( 20,169 ) 1994 Pioneer Village North Fort Myers FL ( 12,554 ) 4,116 12,353 — 3,844 4,116 16,197 20,313 ( 9,271 ) 2004 Sunseekers RV Resort North Fort Myers FL — 4,224 2,299 — 2,092 4,224 4,391 8,615 ( 1,284 ) 2018 The Heritage North Fort Myers FL — 1,438 4,371 346 6,396 1,784 10,767 12,551 ( 7,728 ) 1993 Windmill Village - N. Ft. Myers North Fort Myers FL — 1,417 5,440 — 5,299 1,417 10,739 12,156 ( 7,564 ) 1983 Foxwood Farms Ocala FL — 3,853 7,967 — 2,896 3,853 10,863 14,716 ( 3,972 ) 2011 Oak Bend Ocala FL — 850 2,572 — 8,212 850 10,784 11,634 ( 3,977 ) 1993 Villas at Spanish Oaks Ocala FL — 2,250 6,922 — 3,523 2,250 10,445 12,695 ( 8,213 ) 1993 S-6 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Silver Dollar Golf & Trap Club Resort Odessa FL — 4,107 12,431 7,158 4,485 11,265 16,916 28,181 ( 9,615 ) 2004 Okeechobee RV Resort Okeechobee FL — 14,897 27,337 — 1,215 14,897 28,552 43,449 ( 4,811 ) 2021 Audubon Village - Florida Orlando FL — 4,622 7,200 — 1,087 4,622 8,287 12,909 ( 3,278 ) 2011 Hidden Valley Orlando FL — 11,398 12,861 — 1,477 11,398 14,338 25,736 ( 5,760 ) 2011 Starlight Ranch Orlando FL ( 29,504 ) 13,543 20,388 — 4,419 13,543 24,807 38,350 ( 9,641 ) 2011 Holiday Village, Ormond Beach Ormond Beach FL — 2,610 7,837 — 2,352 2,610 10,189 12,799 ( 5,786 ) 2002 Sunshine Holiday-Daytona North Ormond Beach FL — 2,001 6,004 — 1,794 2,001 7,798 9,799 ( 4,428 ) 2004 Palm Beach Gardens Marina Palm Beach FL — 15,734 4,938 — 261 15,734 5,199 20,933 ( 948 ) 2019 The Meadows, FL Palm Beach Gardens FL ( 36,392 ) 3,229 9,870 — 7,574 3,229 17,444 20,673 ( 11,026 ) 1999 Terra Ceia Palmetto FL — 965 2,905 1,833 9,791 2,798 12,696 15,494 ( 2,183 ) 2004 Lakes at Countrywood Plant City FL — 2,377 7,085 — 4,593 2,377 11,678 14,055 ( 6,654 ) 2001 Meadows at Countrywood Plant City FL — 4,514 13,175 75 12,968 4,589 26,143 30,732 ( 17,208 ) 1998 Oaks at Countrywood Plant City FL — 846 2,513 ( 75 ) 2,444 771 4,957 5,728 ( 2,930 ) 1998 Breezy Hill Pompano Beach FL ( 16,851 ) 5,424 16,555 — 3,295 5,424 19,850 25,274 ( 12,646 ) 2002 Hidden Harbour Marina Pompano Beach FL — 26,116 12,513 — 269 26,116 12,782 38,898 ( 1,451 ) 2021 Highland Wood Travel Park Pompano Beach FL — 1,043 3,130 42 889 1,085 4,019 5,104 ( 2,389 ) 2002 Inlet Harbor Marina Ponce Inlet FL — 11,858 5,485 — ( 276 ) 11,858 5,209 17,067 ( 751 ) 2021 Harbor Lakes Port Charlotte FL ( 16,591 ) 3,384 10,154 — 1,949 3,384 12,103 15,487 ( 7,046 ) 2004 Lighthouse Pointe at Daytona Beach Port Orange FL — 2,446 7,483 23 3,960 2,469 11,443 13,912 ( 7,545 ) 1998 Pickwick Village Port Orange FL ( 15,801 ) 2,803 8,870 — 6,242 2,803 15,112 17,915 ( 8,668 ) 1998 Rose Bay Port Orange FL — 3,866 3,528 — 668 3,866 4,196 8,062 ( 2,466 ) 2016 Emerald Lake Punta Gorda FL ( 3,898 ) 3,598 5,197 — 821 3,598 6,018 9,616 ( 2,393 ) 2011 Gulf View Punta Gorda FL — 717 2,158 — 1,835 717 3,993 4,710 ( 2,244 ) 2004 Tropical Palms MH Punta Gorda FL — 2,365 7,286 — 3,947 2,365 11,233 13,598 ( 4,996 ) 2006 Kingswood Riverview FL — 9,094 8,365 — 1,502 9,094 9,867 18,961 ( 2,742 ) 2018 Palm Lake Riviera Beach FL — 56,323 27,418 — 12,196 56,323 39,614 95,937 ( 7,292 ) 2018 Riviera Beach Marina Riviera Beach FL — 15,725 12,966 — 488 15,725 13,454 29,179 ( 2,785 ) 2019 Indian Oaks Rockledge FL — 1,089 3,376 — 1,503 1,089 4,879 5,968 ( 3,635 ) 1998 Space Coast Rockledge FL — 2,413 3,716 — 1,918 2,413 5,634 8,047 ( 1,508 ) 2014 Covington Estates Saint Cloud FL ( 8,564 ) 3,319 7,253 — 564 3,319 7,817 11,136 ( 3,186 ) 2011 Winds of St. Armands North Sarasota FL ( 22,508 ) 1,523 5,063 20 4,247 1,543 9,310 10,853 ( 7,573 ) 1983 Winds of St. Armands South Sarasota FL ( 14,676 ) 1,106 3,162 4,018 9,953 5,124 13,115 18,239 ( 4,517 ) 1983 Topics RV Resort Spring Hill FL ( 2,218 ) 844 2,568 — 1,344 844 3,912 4,756 ( 2,040 ) 2004 Pine Island St. James City FL — 1,678 5,044 — 2,028 1,678 7,072 8,750 ( 3,203 ) 2007 S-7 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition St. Pete Marina St. Petersburg FL — 12,591 19,066 — ( 763 ) 12,591 18,303 30,894 ( 3,387 ) 2019 Riverwatch Marina Stuart FL — 19,994 8,910 — 450 19,994 9,360 29,354 ( 962 ) 2021 Carefree Village Tampa FL ( 23,973 ) 6,799 10,421 — 1,659 6,799 12,080 18,879 ( 4,827 ) 2011 Tarpon Glen Tarpon Springs FL — 2,678 4,016 — 995 2,678 5,011 7,689 ( 1,935 ) 2011 Featherock Valrico FL — 11,369 22,770 — 2,631 11,369 25,401 36,770 ( 9,719 ) 2011 Bay Indies Venice FL ( 196,609 ) 10,483 31,559 10 10,638 10,493 42,197 52,690 ( 35,086 ) 1994 Ramblers Rest RV Resort Venice FL ( 30,035 ) 4,646 14,201 — 12,055 4,646 26,256 30,902 ( 10,894 ) 2006 Countryside at Vero Beach Vero Beach FL ( 50,702 ) 3,711 11,133 — 9,436 3,711 20,569 24,280 ( 14,404 ) 1998 Heritage Plantation Vero Beach FL — 2,403 7,259 — 4,496 2,403 11,755 14,158 ( 8,751 ) 1994 Heron Cay Vero Beach FL ( 25,760 ) 14,368 23,792 — 2,716 14,368 26,508 40,876 ( 10,492 ) 2011 Holiday Village, Florida Vero Beach FL — 350 1,374 — 258 350 1,632 1,982 ( 1,306 ) 1998 Sunshine Travel-Vero Beach Vero Beach FL — 1,603 4,813 — 3,663 1,603 8,476 10,079 ( 3,519 ) 2004 Vero Beach Marina Vero Beach FL — 3,644 5,519 — 1,706 3,644 7,225 10,869 ( 928 ) 2019 Vero Palm Estates Vero Beach FL ( 10,343 ) 6,697 9,025 — 1,743 6,697 10,768 17,465 ( 4,141 ) 2011 Village Green Vero Beach FL ( 51,648 ) 15,901 25,175 518 3,631 16,419 28,806 45,225 ( 11,536 ) 2011 Peace River Wauchula FL — 900 2,100 — 2,513 900 4,613 5,513 ( 1,881 ) 2006 Palm Beach Colony West Palm Beach FL ( 9,866 ) 5,930 10,113 8 1,135 5,938 11,248 17,186 ( 4,595 ) 2011 Parkwood Communities Wildwood FL — 6,990 15,115 — 1,912 6,990 17,027 24,017 ( 6,854 ) 2011 Three Flags Wildwood FL — 228 684 — 703 228 1,387 1,615 ( 733 ) 2006 Winter Garden Winter Garden FL — 2,321 6,962 — 1,825 2,321 8,787 11,108 ( 4,011 ) 2007 Crystal Lake Zephyrhills Zephyrhills FL — 3,767 6,834 194 13,391 3,961 20,225 24,186 ( 4,402 ) 2011 Forest Lake Estates MH Zephyrhills FL ( 17,734 ) 40,716 33,918 1,048 5,550 41,764 39,468 81,232 ( 14,575 ) 2016 Forest Lake Village RV Zephyrhills FL — — 537 — 479 — 1,016 1,016 ( 248 ) 2016 Sixth Avenue Zephyrhills FL — 837 2,518 — 460 837 2,978 3,815 ( 1,668 ) 2004 Coach Royale Boise ID — 465 1,685 — 376 465 2,061 2,526 ( 797 ) 2011 Maple Grove Boise ID — 1,358 5,151 — 1,373 1,358 6,524 7,882 ( 2,410 ) 2011 Shenandoah Estates Boise ID ( 8,218 ) 1,287 7,603 — 609 1,287 8,212 9,499 ( 3,210 ) 2011 West Meadow Estates Boise ID ( 6,941 ) 1,371 6,770 — 528 1,371 7,298 8,669 ( 2,890 ) 2011 O'Connell's Yogi Bear RV Resort Amboy IL ( 2,747 ) 1,648 4,974 — 7,932 1,648 12,906 14,554 ( 4,480 ) 2004 Pheasant Lake Estates Beecher IL ( 37,713 ) 12,764 42,183 872 3,680 13,636 45,863 59,499 ( 14,780 ) 2013 Pine Country Belvidere IL — 53 166 — 3,002 53 3,168 3,221 ( 683 ) 2006 Willow Lake Estates Elgin IL — 6,138 21,033 — 20,582 6,138 41,615 47,753 ( 25,383 ) 1994 Golf Vista Estates Monee IL — 2,842 4,719 1 14,517 2,843 19,236 22,079 ( 9,513 ) 1997 Indian Lakes Batesville IN — 450 1,061 6 18,232 456 19,293 19,749 ( 2,868 ) 2004 Horseshoe Lakes Clinton IN — 155 365 2 1,962 157 2,327 2,484 ( 627 ) 2004 S-8 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Twin Mills RV Howe IN — 1,399 4,186 — 1,099 1,399 5,285 6,684 ( 2,595 ) 2006 Lakeside RV New Carlisle IN — 426 1,281 — 287 426 1,568 1,994 ( 918 ) 2004 Dale Hollow State Park Marina Burkesville KY — — 7,399 — 722 — 8,121 8,121 ( 810 ) 2021 Diamond Caverns Park City KY — 530 1,512 ( 3 ) 875 527 2,387 2,914 ( 1,139 ) 2006 Gateway to Cape Cod Rochester MA — 91 288 — 882 91 1,170 1,261 ( 391 ) 2006 Hillcrest MA Rockland MA — 2,034 3,182 — 412 2,034 3,594 5,628 ( 1,418 ) 2011 The Glen Rockland MA — 940 1,680 — 50 940 1,730 2,670 ( 727 ) 2011 Old Chatham South Dennis MA ( 6,095 ) 1,760 5,293 — 5,177 1,760 10,470 12,230 ( 3,379 ) 2005 Sturbridge Sturbridge MA — 110 347 — 1,154 110 1,501 1,611 ( 526 ) 2006 Fernwood Capitol Heights MD ( 11,145 ) 6,556 11,674 — 1,624 6,556 13,298 19,854 ( 5,235 ) 2011 Williams Estates/Peppermint Woods Middle River MD — 22,774 42,575 — 1,961 22,774 44,536 67,310 ( 18,270 ) 2011 Mt. Desert Narrows Bar Harbor ME — 1,037 3,127 — 838 1,037 3,965 5,002 ( 1,837 ) 2007 Patten Pond Ellsworth ME — 267 802 — 409 267 1,211 1,478 ( 548 ) 2007 Pinehirst Old Orchard Beach ME ( 9,674 ) 1,942 5,827 — 2,758 1,942 8,585 10,527 ( 4,299 ) 2005 Narrows Too Trenton ME — 1,451 4,408 — 495 1,451 4,903 6,354 ( 2,378 ) 2007 Moody Beach Wells ME — 93 292 — 5,731 93 6,023 6,116 ( 907 ) 2006 Bear Cave Buchanan MI — 176 516 — 880 176 1,396 1,572 ( 518 ) 2006 St Clair St. Clair MI — 453 1,068 6 1,440 459 2,508 2,967 ( 1,011 ) 2004 Cedar Knolls Apple Valley MN ( 29,622 ) 10,021 14,357 — 2,324 10,021 16,681 26,702 ( 6,681 ) 2011 Cimarron Park Lake Elmo MN — 11,097 23,132 — 4,903 11,097 28,035 39,132 ( 10,514 ) 2011 Rockford Riverview Estates Rockford MN — 2,959 8,882 — 1,688 2,959 10,570 13,529 ( 4,056 ) 2011 Rosemount Woods Rosemount MN — 4,314 8,932 — 4,432 4,314 13,364 17,678 ( 4,140 ) 2011 Boathouse Marina Beaufort NC — 6,610 13,217 — 1,363 6,610 14,580 21,190 ( 1,275 ) 2021 Forest Lake Advance NC — 986 2,325 13 9,891 999 12,216 13,215 ( 2,268 ) 2004 Scenic Asheville NC — 1,183 3,511 — 2,132 1,183 5,643 6,826 ( 2,222 ) 2006 Waterway RV Cedar Point NC ( 4,591 ) 2,392 7,185 — 1,260 2,392 8,445 10,837 ( 4,909 ) 2004 Twin Lakes Chocowinity NC — 1,709 3,361 — 2,747 1,709 6,108 7,817 ( 2,768 ) 2004 Holiday Trav-L-Park Resort Emerald Isle NC — 17,212 33,520 — 221 17,212 33,741 50,953 ( 1,879 ) 2022 Topsail Sound RV Holly Ridge NC — 3,414 5,898 — 1,357 3,414 7,255 10,669 ( 974 ) 2020 Green Mountain Lenoir NC — 1,037 3,075 — 2,956 1,037 6,031 7,068 ( 2,418 ) 2006 Lake Gaston Littleton NC — 130 409 — 2,612 130 3,021 3,151 ( 740 ) 2006 Lake Myers RV Mocksville NC — 1,504 4,587 — 1,889 1,504 6,476 7,980 ( 2,908 ) 2006 Bogue Pines Newport NC — 1,476 2,592 — 236 1,476 2,828 4,304 ( 895 ) 2015 Goose Creek Newport NC ( 12,783 ) 4,612 13,848 750 3,191 5,362 17,039 22,401 ( 9,993 ) 2004 Whispering Pines - NC Newport NC — 3,096 5,081 1 387 3,097 5,468 8,565 ( 1,695 ) 2015 S-9 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Harbor Point RV Sneads Ferry NC — 4,633 7,777 — 196 4,633 7,973 12,606 ( 1,163 ) 2020 White Oak Shores Stella NC — 5,089 15,416 2,269 5,021 7,358 20,437 27,795 ( 4,063 ) 2019 Buena Vista Fargo ND — 4,563 14,949 — 1,961 4,563 16,910 21,473 ( 6,577 ) 2011 Meadow Park Fargo ND — 943 2,907 — 436 943 3,343 4,286 ( 1,349 ) 2011 Sandy Beach Contoocook NH — 1,755 5,265 — 356 1,755 5,621 7,376 ( 3,233 ) 2005 Pine Acres Raymond NH — 3,096 2,102 — 940 3,096 3,042 6,138 ( 1,055 ) 2014 Tuxbury Resort South Hampton NH — 3,557 3,910 — 1,621 3,557 5,531 9,088 ( 2,495 ) 2007 King Nummy Cape May Court House NJ — 4,027 3,584 — 656 4,027 4,240 8,267 ( 2,081 ) 2018 Acorn Campground Green Creek NJ — 3,707 4,642 — 569 3,707 5,211 8,918 ( 1,933 ) 2020 Whippoorwill RV Marmon NJ — 4,201 17,589 — — 4,201 17,589 21,790 — 2022 Mays Landing Resort Mays Landing NJ — 536 289 — 1,938 536 2,227 2,763 ( 389 ) 2014 Echo Farms Ocean View NJ — 2,840 3,045 — 2,238 2,840 5,283 8,123 ( 1,509 ) 2014 Lake and Shore Ocean View NJ — 378 1,192 — 2,769 378 3,961 4,339 ( 1,842 ) 2006 Pine Haven Ocean View NJ — 15,586 47,165 — 261 15,586 47,426 63,012 ( 7,516 ) 2021 Chestnut Lake Port Republic NJ — 337 796 5 2,374 342 3,170 3,512 ( 1,013 ) 2004 Sea Pines Swainton NJ — 198 625 — 4,497 198 5,122 5,320 ( 1,443 ) 2006 Pine Ridge at Crestwood Whiting NJ ( 50,113 ) 17,367 33,127 — 7,146 17,367 40,273 57,640 ( 14,965 ) 2011 Mountain View - NV Henderson NV ( 29,932 ) 16,665 25,915 — 1,142 16,665 27,057 43,722 ( 11,025 ) 2011 Bonanza Village Las Vegas NV — 908 2,643 ( 1 ) 2,832 907 5,475 6,382 ( 4,050 ) 1983 Boulder Cascade Las Vegas NV — 2,995 9,020 — 5,118 2,995 14,138 17,133 ( 9,432 ) 1998 Cabana Las Vegas NV — 2,648 7,989 — 1,702 2,648 9,691 12,339 ( 8,335 ) 1994 Flamingo West Las Vegas NV — 1,730 5,266 — 2,265 1,730 7,531 9,261 ( 6,381 ) 1994 Las Vegas Las Vegas NV — 1,049 2,473 14 2,659 1,063 5,132 6,195 ( 2,042 ) 2004 Villa Borega Las Vegas NV — 2,896 8,774 — 2,101 2,896 10,875 13,771 ( 8,383 ) 1997 Rondout Valley Accord NY — 1,115 3,240 — 3,218 1,115 6,458 7,573 ( 2,354 ) 2006 Alpine Lake RV Resort Corinth NY — 4,783 14,125 153 4,106 4,936 18,231 23,167 ( 9,427 ) 2005 Lake George Escape Lake George NY — 3,562 10,708 — 13,397 3,562 24,105 27,667 ( 8,837 ) 2005 The Woodlands Lockport NY ( 41,219 ) 12,183 39,687 6 8,510 12,189 48,197 60,386 ( 17,543 ) 2011 Greenwood Village Manorville NY — 3,667 9,414 484 7,431 4,151 16,845 20,996 ( 11,668 ) 1998 Brennan Beach Pulaski NY — 7,325 21,141 — 7,849 7,325 28,990 36,315 ( 15,021 ) 2005 Lake George Schroon Valley Warrensburg NY — 540 1,626 — 503 540 2,129 2,669 ( 1,017 ) 2008 Kenisee Lake Jefferson OH — 295 696 4 685 299 1,381 1,680 ( 653 ) 2004 Bay Point Marina Marblehead OH — 8,575 17,037 — 867 8,575 17,904 26,479 ( 1,939 ) 2021 Wilmington Wilmington OH — 235 555 3 1,118 238 1,673 1,911 ( 644 ) 2004 S-10 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Bend Bend OR — 733 1,729 10 4,061 743 5,790 6,533 ( 1,889 ) 2004 Shadowbrook Clackamas OR — 1,197 3,693 — 1,799 1,197 5,492 6,689 ( 3,611 ) 1997 Pacific City Cloverdale OR — 1,076 2,539 15 4,913 1,091 7,452 8,543 ( 2,647 ) 2004 Falcon Wood Village Eugene OR ( 12,511 ) 1,112 3,426 — 1,585 1,112 5,011 6,123 ( 3,383 ) 1997 Portland Fairview Fairview OR ( 19,051 ) 7,330 10,278 — 1,260 7,330 11,538 18,868 ( 4,204 ) 2016 Quail Hollow Fairview OR — — 3,249 — 930 — 4,179 4,179 ( 3,252 ) 1997 South Jetty Florence OR — 678 1,598 9 3,237 687 4,835 5,522 ( 1,563 ) 2004 Seaside Seaside OR — 891 2,101 12 2,304 903 4,405 5,308 ( 1,895 ) 2004 Whalers Rest South Beach OR — 754 1,777 10 1,687 764 3,464 4,228 ( 1,605 ) 2004 Hope Valley Turner OR — 7,373 14,517 — 493 7,373 15,010 22,383 ( 1,391 ) 2021 Mt. Hood Village Welches OR — 1,817 5,733 — 14,485 1,817 20,218 22,035 ( 5,941 ) 2002 Greenbriar Village Bath PA — 8,359 16,941 — 1,212 8,359 18,153 26,512 ( 7,157 ) 2011 Sun Valley Bowmansville PA — 866 2,601 — 1,701 866 4,302 5,168 ( 1,604 ) 2009 Green Acres Breinigsville PA ( 34,575 ) 2,680 7,479 — 7,004 2,680 14,483 17,163 ( 10,953 ) 1988 Gettysburg Farm Dover PA — 111 350 — 1,282 111 1,632 1,743 ( 526 ) 2006 Timothy Lake North East Stroudsburg PA — 296 933 — 1,015 296 1,948 2,244 ( 817 ) 2006 Timothy Lake South East Stroudsburg PA — 206 649 — 431 206 1,080 1,286 ( 495 ) 2006 Drummer Boy Gettysburg PA ( 10,091 ) 1,884 20,342 — 1,065 1,884 21,407 23,291 ( 5,083 ) 2019 Round Top Gettysburg PA — 1,214 11,355 — 914 1,214 12,269 13,483 ( 4,317 ) 2019 Circle M Lancaster PA — 330 1,041 — 4,238 330 5,279 5,609 ( 1,367 ) 2006 Hershey Lebanon PA — 1,284 3,028 17 2,867 1,301 5,895 7,196 ( 2,889 ) 2004 Robin Hill Lenhartsville PA — 1,263 3,786 — 830 1,263 4,616 5,879 ( 2,046 ) 2009 PA Dutch County Manheim PA — 88 278 — 870 88 1,148 1,236 ( 338 ) 2006 Spring Gulch New Holland PA — 1,593 4,795 — 1,354 1,593 6,149 7,742 ( 3,578 ) 2004 Lil Wolf Orefield PA — 5,627 13,593 — 4,032 5,627 17,625 23,252 ( 6,310 ) 2011 Scotrun Scotrun PA — 153 483 — 1,193 153 1,676 1,829 ( 517 ) 2006 Appalachian RV Shartlesville PA — 1,666 5,044 — 1,125 1,666 6,169 7,835 ( 3,167 ) 2006 Mountain View - PA Walnutport PA — 3,207 7,182 — 1,134 3,207 8,316 11,523 ( 3,175 ) 2011 Timber Creek Westerly RI — 12,618 8,489 — 1,484 12,618 9,973 22,591 ( 5,089 ) 2018 Carolina Landing Fair Play SC — 457 1,078 6 2,029 463 3,107 3,570 ( 982 ) 2004 Inlet Oaks Village Murrells Inlet SC — 1,546 4,642 — 588 1,546 5,230 6,776 ( 2,731 ) 2006 Myrtle Beach Property Myrtle Beach SC — 82,318 35,628 — 81 82,318 35,709 118,027 ( 5,854 ) 2021 Rivers Edge Marina North Charleston SC — 20,305 6,405 — 201 20,305 6,606 26,911 ( 904 ) 2021 The Oaks Yemassee SC — 267 810 — 422 267 1,232 1,499 ( 569 ) 2006 Natchez Trace Hohenwald TN — 533 1,257 7 2,584 540 3,841 4,381 ( 1,487 ) 2004 S-11 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Cherokee Landing Saulsbury TN — 118 279 2 233 120 512 632 ( 288 ) 2004 Alamo Palms Alamo TX ( 5,601 ) 1,562 7,924 — 865 1,562 8,789 10,351 ( 3,411 ) 2012 Bay Landing Bridgeport TX — 438 1,033 6 2,644 444 3,677 4,121 ( 1,241 ) 2004 Colorado River Columbus TX — 466 1,099 6 6,940 472 8,039 8,511 ( 1,264 ) 2004 Victoria Palms Donna TX ( 9,476 ) 2,849 12,305 — 7,180 2,849 19,485 22,334 ( 6,472 ) 2012 Lake Texoma Gordonville TX — 488 1,151 6 3,514 494 4,665 5,159 ( 2,019 ) 2004 Lakewood Harlingen TX — 325 979 — 1,287 325 2,266 2,591 ( 889 ) 2004 Paradise Park Harlingen TX — 1,568 4,705 — 2,215 1,568 6,920 8,488 ( 3,617 ) 2004 Sunshine RV Resort Harlingen TX — 1,494 4,484 — 2,946 1,494 7,430 8,924 ( 3,724 ) 2004 Tropic Winds Harlingen TX — 1,221 3,809 — 1,481 1,221 5,290 6,511 ( 3,094 ) 2002 Medina Lake Lakehills TX — 936 2,208 13 2,874 949 5,082 6,031 ( 2,244 ) 2004 Paradise South Mercedes TX — 448 1,345 — 1,052 448 2,397 2,845 ( 1,175 ) 2004 Lake Conroe KOA Montgomery TX — 2,699 8,430 ( 3 ) 463 2,696 8,893 11,589 ( 456 ) 2021 Lake Tawakoni Point TX — 35 2,320 — 1,671 35 3,991 4,026 ( 1,840 ) 2004 Fun N Sun RV San Benito TX — 2,533 5,560 412 8,259 2,945 13,819 16,764 ( 9,543 ) 1998 Country Sunshine Weslaco TX — 627 1,881 — 1,891 627 3,772 4,399 ( 1,904 ) 2004 Leisure World Weslaco TX — 957 2,575 — 699 957 3,274 4,231 ( 1,103 ) 2020 Southern Comfort Weslaco TX ( 3,876 ) 1,108 3,323 — 1,163 1,108 4,486 5,594 ( 2,480 ) 2004 Trails End RV Weslaco TX — 1,115 4,086 — 358 1,115 4,444 5,559 ( 1,660 ) 2020 Lake Whitney Whitney TX — 679 1,602 10 2,590 689 4,192 4,881 ( 1,688 ) 2004 Lake Conroe Willis TX — 1,363 3,214 18 21,104 1,381 24,318 25,699 ( 5,764 ) 2004 Westwood Village Farr West UT — 1,346 4,179 — 3,122 1,346 7,301 8,647 ( 5,090 ) 1997 St George Hurricane UT — 64 264 2 1,617 66 1,881 1,947 ( 427 ) 2010 All Seasons Salt Lake City UT — 510 1,623 — 1,081 510 2,704 3,214 ( 1,808 ) 1997 Meadows of Chantilly Chantilly VA ( 37,251 ) 5,430 16,440 — 8,759 5,430 25,199 30,629 ( 20,547 ) 1994 Harbor View Colonial Beach VA — 64 202 — 1,061 64 1,263 1,327 ( 463 ) 2006 Lynchburg Gladys VA — 266 627 3 1,035 269 1,662 1,931 ( 650 ) 2004 Chesapeake Bay Gloucester VA — 1,230 2,900 16 5,635 1,246 8,535 9,781 ( 3,193 ) 2004 Bayport Development Jamaica VA — 4,942 — 1,892 2,770 6,834 2,770 9,604 ( 68 ) 2020 Virginia Landing Quinby VA — 602 1,419 8 589 610 2,008 2,618 ( 1,104 ) 2004 Grey's Point Camp Topping VA ( 19,963 ) 33,492 17,104 — 3,963 33,492 21,067 54,559 ( 7,403 ) 2017 Bethpage Camp Resort Urbanna VA ( 33,319 ) 45,415 38,149 — 25,687 45,415 63,836 109,251 ( 13,413 ) 2017 Williamsburg Williamsburg VA — 111 350 — 1,400 111 1,750 1,861 ( 465 ) 2006 Regency Lakes Winchester VA ( 40,487 ) 9,757 19,055 — 2,593 9,757 21,648 31,405 ( 8,552 ) 2011 Birch Bay Blaine WA — 502 1,185 7 1,341 509 2,526 3,035 ( 979 ) 2004 S-12 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/22 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Mount Vernon Bow WA — 621 1,464 8 3,369 629 4,833 5,462 ( 1,739 ) 2004 Chehalis Chehalis WA — 590 1,392 8 4,213 598 5,605 6,203 ( 1,767 ) 2004 Grandy Creek Concrete WA — 475 1,425 — 1,179 475 2,604 3,079 ( 1,011 ) 2008 Tall Chief Fall City WA — 314 946 — 1,656 314 2,602 2,916 ( 823 ) 2010 Kloshe Illahee Federal Way WA ( 17,467 ) 2,408 7,286 — 1,242 2,408 8,528 10,936 ( 6,755 ) 1997 La Conner La Conner WA — — 2,016 — 2,210 — 4,226 4,226 ( 2,380 ) 2004 Leavenworth Leavenworth WA — 786 1,853 10 2,425 796 4,278 5,074 ( 1,733 ) 2004 Thunderbird Resort Monroe WA — 500 1,178 6 2,061 506 3,239 3,745 ( 1,012 ) 2004 Little Diamond Newport WA — 353 834 5 1,369 358 2,203 2,561 ( 1,037 ) 2004 Oceana Oceana City WA — 283 668 4 835 287 1,503 1,790 ( 570 ) 2004 Crescent Bar Quincy WA — 314 741 4 1,023 318 1,764 2,082 ( 801 ) 2004 Long Beach Seaview WA — 321 758 5 1,146 326 1,904 2,230 ( 721 ) 2004 Paradise RV Silver Creek WA — 466 1,099 6 4,113 472 5,212 5,684 ( 1,143 ) 2004 Rainbow Lake Manor Bristol WI — 4,474 16,594 — 4,889 4,474 21,483 25,957 ( 6,229 ) 2013 Fremont Jellystone Park Campground Fremont WI — 1,437 4,296 — 1,677 1,437 5,973 7,410 ( 3,322 ) 2004 Yukon Trails Lyndon Station WI — 556 1,629 — 959 556 2,588 3,144 ( 1,185 ) 2004 Blackhawk Camping Resort Milton WI — 1,789 7,613 — 3,535 1,789 11,148 12,937 ( 2,868 ) 2014 Lakeland Milton WI — 3,159 13,830 — 1,652 3,159 15,482 18,641 ( 4,770 ) 2014 Westwood Estates Pleasant Prairie WI ( 19,664 ) 5,382 19,732 — 2,963 5,382 22,695 28,077 ( 7,334 ) 2013 Plymouth Rock Plymouth WI — 2,293 6,879 — 2,185 2,293 9,064 11,357 ( 3,764 ) 2009 Tranquil Timbers Sturgeon Bay WI — 714 2,152 — 1,089 714 3,241 3,955 ( 1,545 ) 2006 Lake of the Woods RV Wautoma WI — 1,333 2,238 — 456 1,333 2,694 4,027 ( 1,439 ) 2019 Neshonoc Lakeside West Salem WI — 1,106 4,861 ( 1 ) 747 1,105 5,608 6,713 ( 1,739 ) 2013 Arrowhead Wisconsin Dells WI — 522 1,616 — 1,198 522 2,814 3,336 ( 1,236 ) 2006 Subtotal of Properties Held for Long Term ( 2,693,167 ) 1,968,061 3,384,194 113,425 1,491,751 2,081,486 4,875,945 6,957,431 ( 2,152,567 ) Realty Systems, Inc. — — — — 341,230 — 341,230 341,230 ( 72,708 ) 2002 Management business and other — 3,447 578 ( 401 ) 67,712 3,046 67,854 70,900 ( 33,265 ) $ ( 2,693,167 ) $ 1,971,508 $ 3,384,772 $ 113,024 $ 1,900,693 $ 2,084,532 $ 5,285,029 $ 7,369,561 $ ( 2,258,540 ) _____________________ (1) The schedule excludes Properties in which we have a non-controlling joint venture interest and account for using the equity method of accounting. (2) All Properties were acquired, except for Country Place Village, which was constructed. (3) Aggregate cost for federal income tax purposes is approximately $ 5.0 billion. S-13 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation The following table presents the changes in gross investment in real estate: (amounts in thousands) 2022 2021 2020 Balance, beginning of year $ 6,989,064 $ 6,160,426 $ 5,743,049 Acquisitions 141,588 635,984 248,253 Improvements (1) 249,277 204,265 167,957 Manufactured homes, net (1) 14,539 ( 7,193 ) 968 Dispositions and other (1) ( 24,907 ) ( 4,418 ) 199 Balance, end of year $ 7,369,561 $ 6,989,064 $ 6,160,426 _____________________ (1) Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3. Restatement of Previously Issued Consolidated Financial Statements for more information. The following table presents the changes in accumulated depreciation related to investment in real estate: (amounts in thousands) 2022 2021 2020 Balance, beginning of year $ 2,103,774 $ 1,924,585 $ 1,776,224 Depreciation and amortization 202,566 191,345 157,673 Dispositions and other ( 47,800 ) ( 12,156 ) ( 9,312 ) Balance, end of year $ 2,258,540 $ 2,103,774 $ 1,924,585 S-14